Exhibit 10.1


 


 











 


 


CREDIT AGREEMENT


 


Dated as of October 28, 2015


 


among


 


AFFYMETRIX, INC.,


as the Borrower,


 


CERTAIN SUBSIDIARIES OF THE BORROWER PARTY
HERETO,


as the Guarantors,


 


BANK OF AMERICA, N.A.,


as Administrative Agent, Swingline Lender
and L/C Issuer,


 


and


 


THE LENDERS PARTY HERETO


 


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,


as Sole Lead Arranger and Sole Bookrunner


 





 



 






     


     

    

TABLE OF CONTENTS


 


	 	 	Page
	ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	31
	1.03	Accounting Terms	32
	1.04	Rounding	32
	1.05	Times of Day	32
	1.06	Letter of Credit Amounts	32
	1.07	UCC Terms	33
	1.08	Exchange Rates; Currency Equivalents	33
	 	 	 
	ARTICLE II	COMMITMENTS AND CREDIT EXTENSIONS	33
	 	 	 
	2.01	Loans	33
	2.02	Borrowings, Conversions and Continuations of Loans	34
	2.03	Letters of Credit	35
	2.04	Swingline Loans	43
	2.05	Prepayments	46
	2.06	Termination or Reduction of Commitments	47
	2.07	Repayment of Loans	48
	2.08	Interest and Default Rate	48
	2.09	Fees	49
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	50
	2.11	Evidence of Debt	50
	2.12	Payments Generally; Administrative Agent’s Clawback	51
	2.13	Sharing of Payments by Lenders	53
	2.14	Cash Collateral	53
	2.15	Defaulting Lenders	55
	2.16	Increase in Commitments	57
	 	 	 
	ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY	60
	 	 	 
	3.01	Taxes	60
	3.02	Illegality and Designated Lenders	64
	3.03	Inability to Determine Rates	65
	3.04	Increased Costs; Reserves on Eurodollar Rate Loans	65
	3.05	Compensation for Losses	67
	3.06	Mitigation Obligations; Replacement of Lenders	67
	3.07	Survival	68
	 	 	 
	ARTICLE IV	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	68
	 	 	 
	4.01	Conditions of Initial Credit Extension	68
	4.02	Conditions to all Credit Extensions	70
	 	 	 
	ARTICLE V	REPRESENTATIONS AND WARRANTIES	71
	 	 	 
	5.01	Existence, Qualification and Power	71
	5.02	Authorization; No Contravention	71
	5.03	Governmental Authorization; Other Consents	71
	5.04	Binding Effect	71



 






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	5.05	Financial Statements; No Material Adverse Effect	72
	5.06	Litigation	72
	5.07	No Default	72
	5.08	Ownership of Property	72
	5.09	Environmental Compliance	72
	5.10	Insurance	73
	5.11	Taxes	73
	5.12	ERISA Compliance	73
	5.13	Margin Regulations; Investment Company Act	74
	5.14	Disclosure	74
	5.15	Compliance with Laws	75
	5.16	Solvency	75
	5.17	Reserved	75
	5.18	Sanctions Concerns and Anti-Corruption Laws	75
	5.19	Reserved	75
	5.20	Subsidiaries; Equity Interests; Loan Parties	75
	5.21	Healthcare Regulatory Matters	76
	5.22	Intellectual Property; Licenses, Etc	77
	 	 	 
	ARTICLE VI	AFFIRMATIVE COVENANTS	78
	 	 	 
	6.01	Financial Statements	78
	6.02	Certificates; Other Information	79
	6.03	Notices	81
	6.04	Payment of Obligations	82
	6.05	Preservation of Existence, Etc	82
	6.06	Maintenance of Properties	82
	6.07	Maintenance of Insurance	82
	6.08	Compliance with Laws	83
	6.09	Books and Records	83
	6.10	Inspection Rights	83
	6.11	Use of Proceeds	83
	6.12	Reserved	83
	6.13	Covenant to Guarantee Obligations	84
	6.14	Covenant to Give Security	84
	6.15	Further Assurances	84
	6.16	Compliance with Environmental Laws	85
	6.17	Post-Closing Covenants	86
	 	 	 
	ARTICLE VII	NEGATIVE COVENANTS	86
	 	 	 
	7.01	Liens	86
	7.02	Indebtedness	88
	7.03	Investments	89
	7.04	Fundamental Changes	91
	7.05	Dispositions	92
	7.06	Restricted Payments	93
	7.07	Change in Nature of Business	94
	7.08	Transactions with Affiliates	94
	7.09	Burdensome Agreements	94
	7.10	Use of Proceeds	95
	7.11	Financial Covenants	95



 






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	7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes	95
	7.13	Sale and Leaseback Transactions	96
	7.14	Amendment, Etc	96
	7.15	Sanctions	96
	7.16	Anti-Corruption Laws	96
	 	 	 
	ARTICLE VIII	EVENTS OF DEFAULT AND REMEDIES	96
	 	 	 
	8.01	Events of Default	96
	8.02	Remedies upon Event of Default	98
	8.03	Application of Funds	99
	 	 	 
	ARTICLE IX	ADMINISTRATIVE AGENT	100
	 	 	 
	9.01	Appointment and Authority	100
	9.02	Rights as a Lender	101
	9.03	Exculpatory Provisions	101
	9.04	Reliance by Administrative Agent	102
	9.05	Delegation of Duties	103
	9.06	Resignation of Administrative Agent	103
	9.07	Non-Reliance on Administrative Agent and Other Lenders	104
	9.08	No Other Duties, Etc	104
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	104
	9.10	Collateral and Guaranty Matters	105
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	106
	 	 	 
	ARTICLE X	CONTINUING GUARANTY	106
	 	 	 
	10.01	Guaranty	106
	10.02	Rights of Lenders	107
	10.03	Certain Waivers	107
	10.04	Obligations Independent	107
	10.05	Subrogation	108
	10.06	Termination; Reinstatement	108
	10.07	Stay of Acceleration	108
	10.08	Condition of Borrower	108
	10.09	Appointment of Borrower	108
	10.10	Right of Contribution	109
	10.11	Keepwell	109
	 	 	 
	ARTICLE XI	MISCELLANEOUS	109
	 	 	 
	11.01	Amendments, Etc	109
	11.02	Notices; Effectiveness; Electronic Communications	111
	11.03	No Waiver; Cumulative Remedies; Enforcement	113
	11.04	Expenses; Indemnity; Damage Waiver	113
	11.05	Payments Set Aside	115
	11.06	Successors and Assigns	115
	11.07	Treatment of Certain Information; Confidentiality	120
	11.08	Right of Setoff	121
	11.09	Interest Rate Limitation	121
	11.10	Counterparts; Integration; Effectiveness	122



 






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	11.11	Survival of Representations and Warranties	122
	11.12	Severability	122
	11.13	Replacement of Lenders	123
	11.14	Governing Law; Jurisdiction; Etc	123
	11.15	Waiver of Jury Trial	124
	11.16	Subordination	125
	11.17	No Advisory or Fiduciary Responsibility	125
	11.18	Electronic Execution	126
	11.19	USA PATRIOT Act Notice	126
	11.20	Judgment Currency	126




    iv 


     

    

SCHEDULES AND EXHIBITS


 


BORROWER PREPARED SCHEDULES


 


	Schedule 5.06	Litigations 
	Schedule 5.12	Pension Plans
	Schedule 5.20(a)	Ventures, Subsidiaries and Affiliates; Equity Interests 
	Schedule 5.21	Healthcare Regulatory Matters
	Schedule 6.17	Post Closing Covenants
	Schedule 7.01	Existing Liens
	Schedule 7.02	Existing Indebtedness
	Schedule 7.03	Existing Investments
	Schedule 7.09	Burdensome Agreements


 


 


ADMINISTRATIVE AGENT PREPARED SCHEDULES


 


	Schedule 1.01(a)	Certain Addresses for Notices
	Schedule 1.01(b)	Initial Commitments and Applicable Percentages


 


 


EXHIBITS


 


	Exhibit A	Form of Administrative Questionnaire
	Exhibit B	Form of Assignment and Assumption
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Joinder Agreement
	Exhibit E	Form of Loan Notice
	Exhibit F	Form of Permitted Acquisition Certificate
	Exhibit G	Form of Revolving Note
	Exhibit H	Form of Secured Party Designation Notice
	Exhibit I	Form of Solvency Certificate
	Exhibit J	Form of Swingline Loan Notice
	Exhibit L	Form of Officer’s Certificate
	Exhibit M	Forms of U.S. Tax Compliance Certificates
	Exhibit N	Form of Notice of Loan Prepayment




    v 


     

    

CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of October 28, 2015, among AFFYMETRIX, INC., a Delaware corporation (the “Borrower”), the
Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender
and L/C Issuer.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS, the Loan Parties
(as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuer make loans and other financial
accommodations to the Loan Parties in an aggregate amount of up to $100,000,000.


 


WHEREAS, the Lenders,
the Swingline Lender and the L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on
the terms and subject to the conditions set forth herein.


 


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


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


		1.01	Defined Terms.



 


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


 


“Acquired
EBITDA” means, with respect to any Target acquired during the applicable Measurement Period, Consolidated EBITDA for
such Target (determined as if references to the Borrower and the Subsidiaries in the definition of Consolidated EBITDA were references
to such Target and its Subsidiaries) for the most recent four (4) fiscal quarter period preceding the acquisition thereof, as adjusted
by verifiable expense reductions, including excess owner compensation, if any, which are expected to be realized, in each case
of such adjustments (if any) calculated on a quarter by quarter basis by the Loan Parties and consented to by the Administrative
Agent.


 


“Acquisition”
means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the
Voting Stock or other controlling ownership interest in another Person, whether by purchase of such equity or other ownership interest
or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or
(b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line
of business or other business unit of such Person.


 


“Additional
Secured Obligations” means all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements,
in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party
or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding; provided
that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.


 




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


 


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


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form
approved by the Administrative Agent.


 


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


 


“Aggregate
Commitments” means the Commitments of all the Lenders.


 


“Agreement”
means this Credit Agreement.


 


“Agreement
Currency” has the meaning specified in Section 11.22.


 


“Alternative
Currency” means each of (a) Euro, (b) Singapore Dollar and (c) each other currency (other than Dollars) requested by
the Borrower and approved by the Administrative Agent and the L/C Issuer in their sole discretion.


 


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


 


“Applicable
Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section
2.15. If the Commitment of all of the Lenders to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, or if the Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent
assignments. The Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.01(b)
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the
Consolidated Leverage Ratio), it being understood that the Applicable Rate for (a)  Base Rate Loans shall be the percentage
set forth under the column “Base Rate”, (b) Eurodollar Rate Loans shall be the percentage set forth under the
column “Eurodollar Rate & Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set
forth under the column “Eurodollar Rate & Letter of Credit Fee”, and (d) the Commitment Fee shall be the percentage
set forth under the column “Commitment Fee”:


 




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	Applicable Rate
	Level	Consolidated Leverage Ratio	Eurodollar Rate & Letter of Credit Fee	
        Base

        Rate
	Commitment

 Fee
	1	Less than or equal to 1.00 to 1.00	1.50%	0.50%	0.20%
	2	Greater than 1.00 to 1.00 but less than or equal to 2.00 to 1.00	1.75%	0.75%	0.20%
	3	Greater than 2.00 to 1.00	2.00%	1.00%	0.25%


 


Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders,
Pricing Level 3 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which
such Compliance Certificate is delivered.


 


Notwithstanding anything to the contrary
contained in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 2 until the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) to the Administrative Agent for the
fiscal quarter of the Borrower ending March 31, 2016. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions
then existing or subsequently made or issued.


 


The Applicable Rate set forth above shall
be increased as, and to the extent, required by Section 2.16.


 


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


 


“Appropriate
Lender” means, at any time, (a) a Lender that has a Commitment or holds a Loan under the Aggregate Commitments at
such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit
have been issued pursuant to Section 2.03, the Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline
Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Lenders.


 


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


 


“Arranger”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole bookrunner.


 


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


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of


 




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such date in accordance
with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar
payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized
Lease.


 


“Audited Financial
Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2014, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.


 


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


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of each
Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


 


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


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus
0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime
rate,” and (c) the Eurodollar Rate plus 1.00%; and if the Base Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by
Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


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


 


“Borrower
Materials” has the meaning specified in Section 6.02.


 


“Borrowing”
means a Revolving Borrowing or a Swingline Borrowing, as the context may require.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates
to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.


 


“Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash Collateralize”
means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or
Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans,
or obligations of the Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit
account balances, (b) backstop letters of credit entered into on terms and from issuers satisfactory to the


 




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Administrative Agent
and the applicable L/C Issuer and in amounts equal to the outstanding L/C Obligations, and/or (c) if the Administrative Agent and
the applicable L/C Issuer or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars
and pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer or Swingline Lender
(as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds
of such cash collateral and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear
of all Liens (other than Permitted Liens):


 


(a)readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than three hundred sixty five days (365) days from the date of acquisition thereof; provided
that the full faith and credit of the United States is pledged in support thereof;


 


(b)time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the
principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial
paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000,
in each case with maturities of not more than three hundred sixty five (365) days from the date of acquisition thereof;


 


(c)commercial
paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than three hundred sixty five (365) days from the date of acquisition thereof;


 


(d)Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating
obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition;


 


(e)fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clauses (a)
and (b) above and entered into with financial institutions satisfying the criteria described in clause (b) above;


 


(f)other
comparable short-term investments of a Foreign Subsidiary in the ordinary course of business utilized by Foreign Subsidiaries or
by the Borrower in connection with its foreign operations; and


 


(g)investments
in the ordinary course of business in accordance with the investment policy of the Borrower in the form delivered to the Administrative
Agent prior to the Closing Date.


 


“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated


 




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clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance
services and other cash management services.


 


“Cash Management
Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters
into a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the
time it (or its Affiliate) becomes a Lender on the Closing Date, is a party to a Cash Management Agreement with a Loan Party or
any Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender
or such Person’s Affiliate ceases to be a Lender); provided, however, that for any of the foregoing to be included
as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash
Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured
Party Designation Notice to the Administrative Agent prior to such date of determination.


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Code.


 


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


 


“Change of
Control” means an event or series of events by which:


 


(a)any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly,
of thirty-five percent (35)% or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors
or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person”
or “group” has the right to acquire pursuant to any option right); or


 


(b)during
any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing
body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on
the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body
was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body.


 




    6


     

    

“Closing Date”
means the date hereof.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is
or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the
benefit of the Secured Parties.


 


“Collateral
Documents” means, collectively, the Security Agreement, each Joinder Agreement, each of the mortgages, collateral assignments,
security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section
6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the
Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under
the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Commitment
of all of the Lenders on the Closing Date shall be $100,000,000.


 


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


 


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


 


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


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any
other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.


 


“Consolidated
EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for
the Borrower and its Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement
Period plus (b)  the following to the extent deducted in calculating such Consolidated Net Income (without duplication):
(i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation
and amortization expense, (iv) all losses (less gains) in respect of Swap Contracts, (v) fees and expenses incurred in connection
with the negotiation, execution and delivery on the Closing Date (or after the Closing Date in the case of Loan Documents delivered
after the Closing Date pursuant to Section 6.17) of the Loan Documents to the extent such fees and expenses in the aggregate do
not exceed $400,000 and were incurred on or prior to the Closing Date or within 60 days after the Closing Date, (vi) (A) fees,
settlement costs and expenses incurred in connection with any litigation involving the Borrower or one of its Subsidiaries, (B)
fees and expenses incurred in connection with any Acquisition and Disposition permitted hereunder, and (C) fees and expenses incurred
in connection with severance costs, relocation costs, integration and facilities opening and closing costs, signing costs, retention
or completion bonuses, transition costs and restructuring charges or reserves (including restructuring costs related to Acquisitions
after the date hereof and to closure and/or


 




    7


     

    

consolidation of facilities),
in each case of clauses (A), (B) and (C), to the extent all such fees, costs and expenses under clauses (A), (B) and (C) do not
exceed $15,000,000 in the aggregate for such Measurement Period, (vii) fees, settlement costs and expenses incurred in connection
with the settlement of the Enzo Life Sciences, Inc. v Affymetrix, Inc., No. 1:12-cv-433-LPS in the United District Court
for the District of Delaware litigation to the extent such fees, costs and expenses do not exceed $10,000,000 in the aggregate
and were incurred on or prior to the Closing Date and (viii) non-cash charges and losses, including, without limitation, any
non-cash loss or expense (or income or gain) due to the application of FASB ASC 815-10 regarding hedging activity, FASB ASC-350
regarding impairment of goodwill, FASB ASC 480-10 regarding accounting for financial instruments with debt and equity characteristics,
non-cash foreign currency exchange losses (or minus gains) and non-cash expenses deducted as a result of any grant of Equity Interests
to employees, officers or directors (excluding any such non-cash charges or losses to the extent (A) there were cash charges with
respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash
charges with respect to such charges and losses in future accounting periods) less (c) without duplication and to the
extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period non-cash gains
(excluding any such non-cash gains to the extent (i) there were cash gains with respect to such gains in past accounting periods
or (ii) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).


 


There shall be included
in determining Consolidated EBITDA for any Measurement Period, without duplication, (i) the Acquired EBITDA of any Target owned,
directly or indirectly, by the Loan Parties for which the total consideration paid or payable (including without limitation, all
transaction costs, assumed Indebtedness and liabilities incurred, assumed or reflected on a consolidated balance sheet of the Loan
Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments, including
earnouts but excluding any Equity Interests of the Borrower) was greater than or equal to $10,000,000 (each, a “Material
Acquisition”) and for which the Administrative Agent has received financial statements pursuant to Section 6.01(b)
for less than four (4) fiscal quarters, Acquired EBITDA allocated to each quarter prior to the acquisition thereof included in
the trailing four (4) fiscal quarter period for which Acquired EBITDA is being calculated minus (ii) with respect to any
Material Disposition consummated within the Measurement Period, Consolidated EBITDA (if any) attributable to the Subsidiary, profit
centers or other asset which is the subject of such Material Disposition from the beginning of such period until the date of consummation
of such Material Disposition.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated
basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all purchase money Indebtedness; (c) the face amount of all letters of credit issued (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) all Attributable
Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity
Date in respect of any Disqualified Stock or any warrant, right or option to acquire such Disqualified Stock, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified
in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all Indebtedness of the types
referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation
or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to the Borrower or such Subsidiary.


 




    8


     

    

“Consolidated
Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount,
fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the
deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest
paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that
is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a Consolidated basis
for the most recently completed Measurement Period.


 


For purposes of calculating
Consolidated Interest Charges for any Measurement Period, (i) if during such Measurement Period the Loan Parties shall have made
a Material Acquisition, Consolidated Interest Charges for such Measurement Period shall be calculated to include an amount equal
to the Consolidated Interest Charges accrued on any Indebtedness incurred in connection with such Material Acquisition after giving
pro forma effect thereto as if such Material Acquisition occurred on the first day of such Measurement Period, and (ii) if at any
time during such Measurement Period the Loan Parties shall have made any Material Disposition, the Consolidated Interest Charges
for such Measurement Period shall be reduced by an amount equal to the Consolidated Interest Charges accrued during the relevant
Measurement Period on any Indebtedness repaid or refinanced in connection with such Material Disposition after giving pro forma
effect thereto as if such Material Disposition occurred on the first day of such Measurement Period.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most
recently completed Measurement Period to (b) Consolidated Interest Charges for the most recently completed Measurement Period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated
basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary
gains and extraordinary losses for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted
by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during
such Measurement Period, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary,
except that the equity of the Borrower or any of its Subsidiaries in the net income of any such Person for such Measurement Period
shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such
Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other
distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described
in clause (b) of this proviso).


 


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


 


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


 




    9


     

    

“Convertible
Indebtedness Documents” means, collectively, the Convertible Note Agreement and the Convertible Notes.


 


“Convertible
Note Agreement” means that certain Indenture, dated as of June 25, 2012, between the Borrower and The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as
of June 25, 2012 relating to the Convertible Notes between the Borrower and the Trustee.


 


“Convertible
Notes” means the Borrower’s 4% senior convertible notes due July 1, 2019.


 


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


 


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


 


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


 


“Default Rate”
means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess
of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available,
a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus
two percent (2%), in each case, to the fullest extent permitted by applicable Law.


 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of
its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer,
the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower,
the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by
the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply
with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or


 




    10


     

    

any direct or indirect
parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or
agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any
one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest
error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to
the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith, but excluding any Involuntary Disposition.


 


“Disqualified
Stock” has the meaning specified in clause (g) of the definition of Indebtedness.


 


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


 


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


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.


 


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


 


“Environmental
Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to Hazardous
Materials or the regulation and protection of the environment or natural resources, and including public notification requirements
and environmental transfer of ownership, notification or approval statutes.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether
based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising
out of (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract or agreement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.


 




    11


     

    

“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


 


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


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment
of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan
is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the
Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure by
the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension
Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer
Plan.


 


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


 


“Eurodollar
Rate” means:


 


(a)for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”),
or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) (in each case, the “LIBOR Rate”) at or about 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period; and


 




    12


     

    

(b)for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about
11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that
day;


 


provided that: (i) to the extent
a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied
in a manner consistent with market practice and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement.


 


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


 


“Event of
Default” has the meaning specified in Section 8.01.


 


“Excluded
Foreign Subsidiary” means any subsidiary of the Borrower that is (a) a controlled foreign corporation as defined in Section
957 of the Code, (b) any subsidiary of a controlled foreign corporation as defined in Section 957 of the Code or (c) a disregarded
entity for U.S. federal income tax purposes substantially all of the assets of which consist of Equity Interests in controlled
foreign corporations as defined in Section 957 of the Code, in each case, that has not guaranteed or pledged any of its assets
or suffered a pledge of more than 65% of its Voting Stock to secure, directly or indirectly, any Indebtedness (other than the Obligations)
of the Borrower or any Loan Party that is a Domestic Subsidiary.


 


“Excluded
Property” has the meaning specified in the Security Agreement.


 


“Excluded
Subsidiary” means (a) any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower or a Guarantor, (b) any Subsidiary
that is prohibited by applicable Law from guaranteeing the Secured Obligations or if guaranteeing the Secured Obligations would
require governmental (including regulatory) consent, approval or could result in adverse tax consequences as reasonably determined
by the Borrower, (c) any Excluded Foreign Subsidiary and (d) Immaterial Subsidiaries.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to
constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect
to Section 10.11 and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees
of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such
Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement
governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable
to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,


 




    13


     

    

withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each
case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either
to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any
U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Existing
Term Loan” has the meaning set forth in Section 2.16(c)(ii).


 


“Facility
Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments
have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all
Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto
satisfactory to the Administrative Agent and the L/C Issuer shall have been made).


 


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


 


“FATCA”
means (i) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to the foregoing and (ii) any similar law adopted by any non-U.S. Governmental
Authority pursuant to an intergovernmental agreement between such non-U.S. jurisdiction and the United States.


 


“FDA”
means the United States Food and Drug Administration and any successor thereto.


 


“FDA Permits”
has the meaning set forth in Section 5.21(a).


 


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


 


“First Tier
Foreign Subsidiary” means a Foreign Subsidiary or Excluded Foreign Subsidiary held directly by a Loan Party.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S.
Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes. For purposes of this definition, the United States, each state thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.


 




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


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the
accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances
as of the date of determination, consistently applied and subject to Section 1.03.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, any supra-national bodies such as the European Union or the European
Central Bank).


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation
payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness
or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole
or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through
(g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is
assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain
any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”
as a verb has a corresponding meaning.


 




    15


     

    

“Guaranteed
Obligations” has the meaning set forth in Section 10.01.


 


“Guarantors”
means, collectively, (a) the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant
to Section 6.13, in each case other than any Excluded Subsidiary, and (b) with respect to Additional Secured Obligations owing
by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving effect
to Sections 10.01 and 10.11) under the Guaranty, the Borrower.


 


“Guaranty”
means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each other
guaranty delivered pursuant to Section 6.13.


 


“Hazardous
Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Requirement
of Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including without
limitation, petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.


 


“Hedge Bank”
means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited
under Article VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender
on the Closing Date, is a party to a Swap Contract not prohibited under Article VI or VII, in each case, in its capacity as a party
to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided,
in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall
be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement
and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination
by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative
Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.


 


“Healthcare
Laws” means, collectively, all local, state, federal, national, and supranational, and foreign healthcare laws, manual
provisions, policies and administrative guidance relating to the regulation of the Loan Parties including, without limitation,
the U.S. Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)),
the civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)),
the Anti-Inducement Law (42 U.S.C. § 1320a- 7a(a)(5)), the Health Insurance Portability and Accountability Act of 1996 (42
U.S.C. § 1320d et seq.) as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (§§
13400-13424 of the American Recovery and Reinvestment Act of 2009), the Stark Law (42 U.S.C. § 1395nn), the exclusion laws
(42 U.S.C. § 1320a-7), Social Security Act § 1128 (42 U.S.C. § 1320a-7), Medicare (Title XVIII of the Social Security
Act), and Medicaid (Title XIX of the Social Security Act), comparable state Laws, and all regulations promulgated pursuant to such
Laws.


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“Immaterial
Subsidiary” means any Subsidiary that, together with its Subsidiaries and all other Immaterial Subsidiaries, collectively,
account for less than 5.0% of Consolidated EBITDA or Total Assets of the Borrower and its Subsidiaries for the Measurement Period
ended on the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered
pursuant to Section 6.01(b).


 


“Increase
Effective Date” has the meaning set forth in Section 2.16(a).


 




    16


     

    

“Increase
Joinder” has the meaning set forth in Section 2.16(c)(v).


 


“Incremental
Commitments” means Incremental Revolving Commitments and/or the Incremental Term Loan Commitments.


 


“Incremental
Revolving Commitment” has the meaning set forth in Section 2.16(a).


 


“Incremental
Term Loan Commitment” has the meaning set forth in Section 2.16(a).


 


“Incremental
Term Loan Maturity Date” has the meaning set forth in Section 2.16(c)(iii).


 


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


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)net
obligations of such Person under any Swap Contract;


 


(d)all
obligations (including, without limitation, earnout obligations) of such Person to pay the deferred purchase price of property
or services (other than trade accounts payable in the ordinary course of business;


 


(e)indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt
of such Person;


 


(g)all
obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any of its own Equity Interests
(or any Equity Interests of a direct or indirect parent entity thereof) prior to the date that is 180 days after the Maturity Date
(any such Equity Interest, “Disqualified Stock”), valued at, in the case of redeemable preferred Equity Interests,
the greater of the voluntary liquidation preference of such Equity Interests plus accrued and unpaid dividends; and


 


(h)all
Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is


 




    17


     

    

expressly made non-recourse
to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination
Value thereof as of such date.


 


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


 


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


 


“Information”
has the meaning specified in Section 11.07.


 


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


 


“Intercompany
Debt” has the meaning specified in Section 7.02.


 


“Interest
Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such
Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
(3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and
December and the Maturity Date.


 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter
(or twelve (12) months thereafter if available to all of the Appropriate Lenders), as selected by the Borrower in its Loan Notice;
provided that:


 


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


 


(b)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 the calendar month at the end
of such Interest Period; and


 


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


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint
venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other
Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person
which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit
of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment.


 




    18


     

    

“Involuntary
Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any
property of any Loan Party or any Subsidiary.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions
of Section 6.13.


 


“Judgment
Currency” has the meaning specified in Section 11.22.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether
or not having the force of law.


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Borrowing.


 


“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the increase of the amount thereof.


 


“L/C Issuer”
means Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as issuer
of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


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


 


“Lender”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and, their successors and permitted assigns and, unless the context requires
otherwise, includes the Swingline Lender.


 




    19


     

    

“Lending Office”
means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in
such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the
Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch
of such Person or such Affiliate.


 


“Letter of
Credit” means any standby letter of credit issued hereunder.  Letters of Credit
may be issued in Dollars or in an Alternative Currency.


 


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


 


“Letter of
Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business
Day, the next preceding Business Day).


 


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


 


“Letter of
Credit Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Letter
of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


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


 


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


 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Swingline Loan.


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) each
Issuer Document, (f) each Joinder Agreement, (g) the Master Intercompany Subordinated Notes and (h) any agreement creating
or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, (but specifically excluding any Secured
Hedge Agreement or any Secured Cash Management Agreement).


 


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


 


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


 


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


 


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


 




    20


     

    

“Master
Intercompany Subordinated Note (Non-Pledged)” means that certain Master Intercompany Subordinated Note, dated as of
even date herewith, among the Loan Parties and their Subsidiaries with respect to investments made pursuant to Section 7.03(c)(iv).


 


“Master
Intercompany Subordinated Note (Pledged)” means that certain Master Intercompany Subordinated Note, dated as of even
date herewith, among the Loan Parties and their Subsidiaries with respect to investments made pursuant to clauses (i),
(ii) and (iii) of Section 7.03(c).


 


“Master
Intercompany Subordinated Notes” means, collectively, the Master Intercompany Subordinated Note (Non-Pledged) and the
Master Intercompany Subordinated Note (Pledged).


 


“Material
Acquisition” has the meaning set forth in the definition of “Consolidated EBITDA.”


 


“Material
Adverse Effect” means an effect that results in or causes a material adverse change in any of (a) the financial condition,
business, operations, liabilities (actual or contingent), results of operations or assets of the Loan Parties and their Subsidiaries
taken as a whole; (b) the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) the validity,
binding effect or enforceability of any Loan Document or the rights and remedies of Administrative Agent, the Lenders and the
other Secured Parties under any Loan Document.


 


“Material
Disposition” means any Disposition for which the total consideration received by the Borrower or any of its Subsidiaries
(including, without limitation, all transaction costs, transferred Indebtedness and liabilities repaid, transferred or no longer
reflected on a consolidated balance sheet of the Loan Parties and their Subsidiaries after giving effect to such Disposition and
the maximum amount of all deferred payments, including earnouts) exceeds $10,000,000.


 


“Maturity
Date” means October 28, 2020; provided, however, that if such date is not a Business Day, the Maturity
Date shall be the next preceding Business Day.


 


“Measurement
Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of the Borrower.


 


“Minimum
Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an
amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such
time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the
provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% of the Outstanding Amount of all L/C Obligations,
and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been
obligated to make contributions.


 




    21


     

    

“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate)
at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


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


 


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


 


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


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Revolving Loans or Swingline Loans, as the case may
be, made by such Lender, substantially in the form of Exhibit G.


 


“Notice of
Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit
N or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.


 


“Obligations”
means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection
with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof
pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding; provided that Obligations of a Guarantor shall exclude any
Excluded Swap Obligations with respect to such Guarantor.


 


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


 


“Officer’s
Certificate” means a certificate substantially the form of Exhibit L or any other form approved by the Administrative
Agent.


 


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


 




    22


     

    

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


 


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


 


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


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer or the Swingline Lender, as the
case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated
in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuer, as the case may be, in
accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section
412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432
and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Code.


 




    23


     

    

“Permits”
means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other Contractual Obligations with, any 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.


 


“Permitted
Acquisition” means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of
the Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case that
is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant
to the terms of this Agreement, in each case so long as:


 


(a)no
Default or Event of Default shall then exist or would exist after giving effect thereto or, with respect to an Acquisition being
financed with proceeds of an Incremental Term Loan, no Default or Event of Default exists as of, or would exist if such Acquisition
were consummated on, such Acquisition Agreement Signing Date (as defined below);


 


(b)the
Loan Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the Acquisition
on a Pro Forma Basis, (i) the Loan Parties are in Pro Forma Compliance and (ii) the Consolidated Leverage Ratio shall
be 0.50 to 1.0 less than the then applicable level set forth in Section 7.11, calculated using the same Measurement Period
used to determine Pro Forma Compliance;


 


(c)the
Borrower and its Subsidiaries shall execute and deliver the agreements, instruments and other documents required by Section 6.13
subject, with respect to perfection of Liens in the case of an Acquisition being financed with proceeds of an Incremental Term
Loan, to customary “Funds Certain Provisions”, and the Administrative Agent shall have received, for the benefit of
the Secured Parties, a collateral assignment of the seller’s representations, warranties and indemnities to the Borrower
or any of its Subsidiaries under the acquisition documents;


 


(d)the
Target is engaged in lines of business substantially similar (or complementary) to those lines of businesses conducted by the Borrower
and its Subsidiaries on the date such Acquisition is consummated;


 


(e)the
Administrative Agent and the Lenders shall have received not less than ten (10) Business Days (or such shorter period as may be
agreed to by the Administrative Agent in writing in its reasonable discretion) prior to the consummation of any such Acquisition
(A) a description of the material terms of such Acquisition, (B) at the request of the Administrative Agent, audited
financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal
years and for any fiscal quarters ended within the fiscal year to date, (C) at the request of the Administrative Agent, Consolidated
projected income statements of the Borrower and its Subsidiaries (giving effect to such Acquisition), and (D) not less than five
(5) Business Days (or such shorter period as may be agreed to by the Administrative Agent in writing in its reasonable discretion)
prior to the consummation of any Permitted Acquisition with a purchase price in excess of $5,000,000, a Permitted Acquisition Certificate,
executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of
this Agreement; and


 


(f)the
Target shall have earnings before interest, taxes, depreciation and amortization (the “Adjusted Target EBITDA”)
for the four (4) fiscal quarter period prior to the acquisition date, and after giving effect to any pro forma adjustments reasonably
acceptable to the Administrative Agent, in an amount greater than $0, provided, however, that the Target may have


 




    24


     

    

an Adjusted Target EBITDA that
is $0 or less (each a “Negative EBITDA Target”) so long as (i) such Negative EBITDA Target’s Adjusted
Target EBITDA is not less than -$8,000,000 and (ii) the aggregate Adjusted Target EBITDA for all Negative EBITDA Targets acquired
during any Measurement Period shall not be less than -$10,000,000;


 


(g)such
Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent)
and/or shareholders (or equivalent) of the applicable Loan Party and the Target; and


 


(h)after
giving effect to such Acquisition and any Borrowings made in connection therewith, the aggregate principal amount of Revolving
Loans available to be borrowed under Section 2.01 hereof shall be at least $5,000,000.


 


“Permitted
Acquisition Agreement Signing Date” has the meaning set forth in Section 2.16(b)(i).


 


“Permitted
Acquisition Certificate” means a certificate substantially the form of Exhibit F or any other form approved by
the Administrative Agent.


 


“Permitted
Convertible Note Refinancing” means Indebtedness constituting a refinancing or extension of Indebtedness permitted under
Section 7.02(f) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness
being refinanced or extended (plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated
with such refinancing), (b) is unsecured and, if subordinated to the Obligations, subordinated on terms reasonably satisfactory
to Administrative Agent, (c) does not require or permit any payment of principal in respect thereof prior to the Maturity Date,
(d) does not require or permit any cash payment of interest in respect thereof at a rate in excess of (i) with respect to subordinated
financing, 13.0% per annum, which cash payments shall be subject to customary blockage provisions and (ii) with respect to senior
unsecured financing, 10.0% per annum, (e) is not supported by guaranties that are more favorable than the guaranties supporting
the Obligations, (f) does not require representations, warranties, covenants or events of default that are more restrictive, taken
as a whole, than those set forth herein, and (g) does not contain a cross-default to any Loan Document.


 


“Permitted
Liens” has the meaning set forth in Section 7.01.


 


“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property
to the Borrower or any Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee
thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof;
(d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business
of the Borrower and its Subsidiaries; and (e)(i) Dispositions of cash or Cash Equivalents in the ordinary course of business or
(ii) conversions of cash or Cash Equivalents into cash or other Cash Equivalents.


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 




    25


     

    

“Pledged Equity”
has the meaning specified in the Security Agreement.


 


“Pro Forma
Basis” and “Pro Forma Effect” means, for any applicable Disposition of all or substantially all of
a division or a line of business or for any applicable Acquisition, whether actual or proposed, for purposes of determining compliance
with the financial covenants set forth in Section 7.11, each such transaction or proposed transaction shall be deemed to have
occurred on and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made:


 


(a)in
the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line
of business or the Person subject to such Disposition shall be excluded from the results of the Borrower and its Subsidiaries for
such Measurement Period;


 


(b)in
the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property,
line of business or the Person subject to such Acquisition shall be included in the results of the Borrower and its Subsidiaries
for such Measurement Period;


 


(c)interest
accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced
in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and


 


(d)any
Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the
first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness
at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate,
at the rate in effect at the time of determination) and shall be included in the results of the Borrower and its Subsidiaries for
such Measurement Period. 


 


“Pro Forma
Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in a Default
after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such
transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that
have occurred on or after the first day of the relevant Measurement Period.


 


“Public Lender”
has the meaning specified in Section 6.02.


 


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


 


“Qualifying
Control Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the
Administrative Agent, which agreement is in form and substance reasonably acceptable to the Administrative Agent and which provides
the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s)
or securities account(s) described therein.


 


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


 




    26


     

    

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


 


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


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30)
day notice period has been waived.


 


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


 


“Required
Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit
Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders
at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting
Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender
that is the Swingline Lender or L/C Issuer, as the case may be, in making such determination.


 


“Requirement
of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international
laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions,
decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and
other determinations, directives, requirements or requests of, any Governmental Authority, in each case that are applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Resignation
Effective Date” has the meaning set forth in Section 9.06.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller
of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any
assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent reasonably requested
by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent reasonably requested
by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative
Agent.


 


“Restricted
Payment” means any (a) dividend payment or other distribution of assets, properties, cash, rights, obligations or securities
on account of any Equity Interests, (b) purchase, redemption or other acquisition for value of any Equity Interests now or hereafter
outstanding or (c) any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase,
retirement, defeasance sinking fund or similar payment with respect to, Subordinated Debt or the Convertible Notes


 




    27


     

    

or any Permitted Convertible
Note Refinancings that are Subordinated Debt, convertible Indebtedness or other similar subordinated or convertible instruments
(collectively, “Junior Debt”).


 


“Revaluation
Date” means with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or
extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the L/C Issuer under
any Letter of Credit denominated in an Alternative Currency and (iii) such additional dates as the Administrative Agent or the
L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require.


 


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


 


“Revolving
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving
Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.


 


“Revolving
Loan” has the meaning specified in Section 2.01.


 


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


 


“Safety Notices”
has the meaning set forth in Section 5.21(e).


 


“Sale and
Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly,
with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property being sold or transferred.


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between the any Loan Party and any Cash Management Bank.


 


“Secured Hedge
Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article VI
or VII between any Loan Party and any Hedge Bank.


 


“Secured Obligations”
means all Obligations and all Additional Secured Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees
and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.


 


“Secured Party
Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
H.


 




    28


     

    

“Securities
Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.


 


“Security
Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative
Agent by each of the Loan Parties.


 


“Singapore
Dollar” means lawful currency of Singapore.


 


“Solvency
Certificate” means a solvency certificate in substantially in the form of Exhibit I.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities
as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay
its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The
amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“Specified
Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity
Exchange Act (determined prior to giving effect to Section 10.11).


 


“Spot Rate”
for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by
the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through
its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as
of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain
such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case
of any Letter of Credit denominated in an Alternative Currency. 


 


“Subordinated
Debt” means Indebtedness incurred by any Loan Party, which (i) by its terms is subordinated in right and time of payment
to the prior payment of the Obligations and as to other rights and remedies thereunder, including, without limitation, standstill,
interest rate, maturity and amortization, and insolvency-related provisions (collectively, the “Subordination Terms”),
which Subordination Terms shall be on terms that are reasonably acceptable to the Administrative Agent, (ii) is not supported by
guaranties that are more favorable than the guaranties supporting the Obligations, (iii) does not require representations, warranties,
covenants or events of default that are more restrictive, taken as a whole, than those set forth herein, and (iv) does not contain
a cross-default to any Loan Document.


 


“Subordinated
Debt Documents” means all agreements (including without limitation intercreditor agreements, instruments and other documents)
pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.


 




    29


     

    

“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


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


 


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


 


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


 


“Swingline
Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.


 


“Swingline
Lender” means Bank of America in its capacity as provider of Swingline Loans, or
any successor swingline lender hereunder.


 


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


 


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


 


“Swingline
Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate Commitments. The Swingline
Sublimit is part of, and not in addition to, the Aggregate Commitments.


 




    30


     

    

“Synthetic
Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect
of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise
included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and
its Subsidiaries in accordance with GAAP.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions),
in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any
Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


“Target”
has the meaning set forth in the definition of “Permitted Acquisition.”


 


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


 


“Threshold
Amount” means $10,000,000.


 


“Total Assets”
means the total assets of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most
recent balance sheet of the Borrower delivered pursuant to Section 6.01(a) or (b).


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.


 


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


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection
or non-perfection or priority.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


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


 


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


 


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


 




    31


     

    

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


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily entitled to vote
for the election of directors (or persons performing similar functions) of such Person.


 


“Wholly-Owned
Subsidiary” of a Person means any Subsidiary of such Person, all of the Equity Interests of which (other than directors’
qualifying shares required by law or shares in a Foreign Subsidiary held by nationals of the country in which such Foreign Subsidiary
is organized, in each case, as required by law) are owned by such Person, either directly or through one or more Wholly-Owned Subsidiaries
of such Person.


 


		1.02	Other Interpretive Provisions.



 


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


 


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


 


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


 


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


 


		1.03	Accounting Terms.



 




    32


     

    

(a)Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof,
and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted
for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding
any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such
changes, as provided for above.


 


		1.04	Rounding.



 


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


 


		1.05	Times of Day.



 


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


 


		1.06	Letter of Credit Amounts.



 


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


 


		1.07	UCC Terms.



 




    33


     

    

Terms defined in the
UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings
provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to
the UCC then in effect.


 


		1.08	Exchange Rates; Currency Equivalents.



 


(a)The
Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between
the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan
Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of
any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by
the Administrative Agent or the L/C Issuer, as applicable.


 


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


 


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


 


ARTICLE
II



COMMITMENTS AND CREDIT EXTENSIONS


 


		2.01	Loans.



 


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


 




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		2.02	Borrowings, Conversions and Continuations of Loans.



 


(a)Notice
of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone
or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three
(3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of
any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion
to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each Loan Notice and each telephonic notice shall specify (A)  whether the Borrower is requesting a Borrowing,
a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of
Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted,
and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of
Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein,
a Swingline Loan may not be converted to a Eurodollar Rate Loan.


 


(b)Advances.
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its
Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans
described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan
available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than
1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative
Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,
Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by
the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount
of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with
respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and second, shall be made available to the Borrower as provided above.


 




    35


     

    

(c)Eurodollar
Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day
of an Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as,
converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.


 


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


 


(e)Interest
Periods. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and
all continuations of Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods.


 


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


 


		2.03	Letters of Credit.



 


(a)The
Letter of Credit Commitment.


 


(i)Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account
of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section
2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed
the Aggregate Commitments, (y) the Revolving Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the
issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension
so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and
subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving,
and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed.


 


(ii)The
L/C Issuer shall not issue any Letter of Credit if:


 




    36


     

    

(A)the
expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or


 


(B)the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Lenders
have approved such expiry date or (y) such Letter of Credit is cash collateralized on terms and pursuant to arrangements satisfactory
to the L/C Issuer;


 


(iii)The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


 


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


 


(C)except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$250,000;


 


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


 


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


 


(iv)The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


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


 




    37


     

    

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


 


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


 


(i)Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight
courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable
to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later
than 11:00 a.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer
may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case
may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount and currency thereof and in the absence of specification of currency shall be deemed
a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the
full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature
of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business
Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.


 


(ii)Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be
satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date,


 




    38


     

    

issue a Letter
of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance
with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation
in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such
Letter of Credit.


 


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


 


(iv)If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue
a standby Letter of Credit that has automatic extension provisions (each an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in
each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required
to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit
at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the L/C Issuer shall not permit
any such extension if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit
in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise) or (B) it has received notice (which may be by telephone, followed promptly in writing, or
in writing) on or before the day that is thirty (30) days before the Non-Extension Notice Date (1) from the Administrative Agent
that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower
that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing
the L/C Issuer not to permit such extension.


 


(c)Drawings
and Reimbursements; Funding of Participations.


 


(i)Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall
have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement
for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing
that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under
a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of
the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment
by the L/C


 




    39


     

    

Issuer under
a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter
of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable
currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the
second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date,
shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in
the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the
L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the
drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each
Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof
in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”),
and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested
a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount
of the unutilized portion of the Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).
Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


 


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


 


(iii)With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from
the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s
payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in
respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section.


 


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


 




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(v)Each
Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer,
the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default;
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth
in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.


 


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


 


(d)Repayment
of Participations.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries; or


 


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


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower’s


 




    42


     

    

instructions or other
irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any
such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.


 


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


 


(g)Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the
L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall
not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the
L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions,
practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such law or practice.


 




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(h)Letter
of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject
to Section 2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit.
Letter of Credit Fees shall be (1) due and payable on the first Business Day following each fiscal quarter end, commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand and (2) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter,
the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 


(i)Documentary
and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account, in Dollars
the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.


 


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


 


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


 


		2.04	Swingline Loans.



 


(a)The
Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the
other Lenders set forth in this Section, may in its sole discretion make loans to the Borrower (each such loan, a “Swingline
Loan”). Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to the Borrower,
in Dollars, from time to time on any Business Day. During the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender,
may exceed the amount of such Lender’s Commitment; provided, however, that (i) after giving effect to
any Swingline Loan, (A) the Total Outstandings shall not exceed the Aggregate Commitments at such time, and (B) the Revolving
Exposure of any Lender at such time shall not exceed such Lender’s Commitment, (ii) the Borrower shall not use the proceeds
of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation
to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that
it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section, prepay under Section 2.05, and reborrow under this Section. Each
Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making
of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline
Lender a risk participation in such


 




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Swingline Loan
in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swingline Loan.


 


(b)Borrowing
Procedures.


 


(i)Each
Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent,
which may be given by: (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan
Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested date
of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice,
the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swingline Borrowing (A) directing
the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied,
then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified
in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account
of the Borrower on the books of the Swingline Lender in immediately available funds.


 


(c)Refinancing
of Swingline Loans.


 


(i)The
Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s
Applicable Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request
shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized
portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower
with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall
make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent
in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable
Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. on
the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall
be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received
to the Swingline Lender.


 




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(ii)If
for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the
request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline
Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each Lender’s payment to the
Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect
of such participation.


 


(iii)If
any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the
Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available
to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in
the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the
Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause
(iii) shall be conclusive absent manifest error.


 


(iv)Each
Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other
Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided however, that each Lender’s obligation
to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery
by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the
Borrower to repay Swingline Loans, together with interest as provided herein.


 


(d)Repayment
of Participations.


 


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


 


(ii)If
any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned
by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Lender shall pay to the Swingline Lender its Applicable Percentage thereof
on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such


 




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amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of
the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 


(e)Interest
for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline
Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant to this Section to refinance such Lender’s
Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account
of the Swingline Lender.


 


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


 


		2.05	Prepayments.



 


(a)Optional.


 


(i)The
Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment,
at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section
3.05; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid
and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based
on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal
shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section
3.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages.


 


(ii)The
Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with
a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without
premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received
by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such
prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the
entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such


 




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prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal
shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section
3.05.


 


(b)Mandatory.


 


(i)Revolving
Outstandings. In the event and on such occasion that the aggregate Total Outstandings exceed (A) 105% of the Aggregate Commitments,
solely as a result of currency fluctuations or (B) the Aggregate Commitments (other than as a result of currency fluctuations),
the Borrower shall prepay (no later than one (1) Business Day after written notice from the Administrative Agent to the Borrower)
Revolving Loans and Swingline Loans (or, if no such Revolving Loans or Swingline Loans are outstanding, deposit cash collateral
in an account with the Administrative Agent pursuant to Section 2.14) in an aggregate amount equal to the amount by which
the aggregate Total Outstandings exceed the aggregate Revolving Commitments.


 


(ii)Application
of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Aggregate Commitments made pursuant to
this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swingline Loans, second,
shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations.
Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied
(without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided
Cash Collateral) to reimburse the L/C Issuer or the Lenders, as applicable.


 


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


 


		2.06	Termination or Reduction of Commitments.



 


(a)Optional.
The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or
the Swingline Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the
Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be
in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not
terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder,
the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto,
the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or
(C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount
of Swingline Loans would exceed the Letter of Credit Sublimit.


 


(b)Mandatory.


 




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If after giving
effect to any reduction or termination of Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swingline Sublimit
exceeds the Aggregate Commitments at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall
be automatically reduced by the amount of such excess.


 


(c)Application
of Commitment Reductions; Payment of Fees.


 


The Administrative
Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit or
the Commitment under this Section 2.06. Upon any reduction of the Commitments, the Commitment of each Lender shall be reduced by
such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Commitments accrued until
the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.


 


		2.07	Repayment of Loans.



 


(a)Revolving
Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.


 


(b)Swingline
Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date ten (10) Business Days after
such Loan is made and (ii) the Maturity Date.


 


		2.08	Interest and Default Rate.



 


(a)Interest.
Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for
such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each
Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per
annum equal to the Base Rate plus the Applicable Rate.


 


(b)Default
Rate.


 


(i)During
the continuance of an Event of Default under Sections 8.01(a) or (f), the Borrower shall pay interest on overdue
amounts (after giving effect to any applicable grace period) owing by it hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default
Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


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


 


(c)Interest
Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at
such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before
and after


 




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judgment, and
before and after the commencement of any proceeding under any Debtor Relief Law.


 


		2.09	Fees.



 


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


 


(a)Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceeds the sum
of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment
as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards
or considered usage of the Aggregate Commitments. The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly
in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 


(b)Upfront
Fee. The Borrower shall pay to the Administrative Agent, for its own account, an upfront fee (the “Upfront Fee”)
of 0.05% of the Aggregate Commitments in Dollars payable in full on the Closing Date in immediately available funds, free and clear
of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings
and all liabilities with respect thereto (with appropriate gross-up for withholding taxes). Once paid, such Upfront Fee shall not
be subject to counterclaim, set off or otherwise affected, and shall not be refundable for any reason whatsoever. Such Upfront
Fee shall be in addition to any other fees, disbursements, charges and expenses payable hereunder or any other Loan Document.


 


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


 


		2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.



 


(a)Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to
the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All
other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 




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


 


		2.11	Evidence of Debt.



 


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


 


(b)Maintenance
of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 


		2.12	Payments Generally; Administrative Agent’s Clawback.



 


(a)General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the
Administrative Agent’s Office in Dollars and in immediately available


 




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funds not later
than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage
(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii)
after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each
case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject
to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.


 


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


 


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


 




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


 


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


 


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


 


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


 


(f)Pro
Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swingline Borrowings) shall
be made from the Appropriate Lenders, each payment of fees under Section 2.09 and 2.03(h) and (i) shall be made for account
of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective
Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be
allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving
Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans);
(iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders
pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest
on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest
on such Loans then due and payable to the respective Appropriate Lenders.


 


		2.13	Sharing of Payments by Lenders.



 


If any Lender shall,
by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable
to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion
of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the
Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of
the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders
at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but
not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due


 




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and payable) to all Lenders
hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable)
to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in
each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative
Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations
and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to
the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:


 


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


 


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


 


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


 


		2.14	Cash Collateral.



 


(a)Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit
and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for
any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or
8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above)
or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide
Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral
provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting
Lender).  Additionally, if the Administrative Agent notifies the Borrower at any time that
the Outstanding Amount of all L/C Obligations at such time exceeds 103% of the Letter of Credit Sublimit then in effect, then within
two (2) Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the
L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter
of Credit Sublimit.


 


(b)Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts


 




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


 


(c)Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or
Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific
L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Lender that is a Defaulting
Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to
any other application of such property as may be provided for herein.


 


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


 


		2.15	Defaulting Lenders.



 


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


 


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


 


(ii)Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer
or


 




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Swingline Lender
hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender
in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,
to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the L/C Issuer’s future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as
a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required
under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided
that if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at
a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving
effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)Certain
Fees.


 


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


 


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


 


(C)Defaulting
Lender Fees. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B)
above,


 




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the Borrower
shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect
to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iv) below, (2) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining
amount of any such fee.


 


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


 


(v)Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(v) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (A) first,
prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize
the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.


 


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


 


		2.16	Increase in Commitments.



 


(a)The
Borrower may by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date, an increase to the
existing Aggregate Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of
one or more new term loan commitments (each, an “Incremental Term Loan Commitment”), by an aggregate amount
not in excess of $50,000,000. Each such notice shall specify the date (each, an “Increase Effective Date”) on
which the Borrower proposes that the Incremental Commitments shall be


 




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effective,
which shall be a date not less than 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) after
the date on which such notice is delivered to the Administrative Agent; provided that any existing Lender approached to
provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental
Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess
thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the
aggregate limit in respect of Incremental Commitments set forth in above).


 


(b)Conditions.
The Incremental Commitments shall become effective as of the Increase Effective Date; provided that:


 


(i)no Default
or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective
Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and shall be used to
finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which
is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments
to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on
the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition
Agreement Signing Date”);


 


(ii)the
representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall have been true and correct as of such earlier date, and except that for purposes of this Section 2.16(b),
the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the
most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided,
that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously
a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain
Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly
relate to the applicable Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental
Term Loan Commitments, the bring-down of such representations and warranties may be modified to reflect customary “Funds
Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Loan Commitments;


 


(iii)on
a pro forma basis (assuming that such Incremental Commitment is fully drawn), the Borrower shall be in compliance with each of
the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements
are available;


 


(iv)the
Borrower shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.16(d);
and


 


(v)the
Borrower shall deliver or cause to be delivered customary officer’s certificates and legal opinions to the extent reasonably
requested by the Administrative Agent.


 




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(c)Terms
of New Loans and Commitments. The terms and provisions of Loans made pursuant to Incremental Commitments shall be as follows:


 


(i)the
terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the Revolving Loans;


 


(ii)the
weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to
maturity of the then existing term loans, if any (the “Existing Term Loan”);


 


(iii)the
maturity date of Incremental Term Loans (the “Incremental Term Loan Maturity Date”) shall not be earlier than
the then latest applicable Maturity Date;


 


(iv)the
Applicable Rate for Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided
that in the event that the Applicable Rate for any Incremental Term Loan is greater than the Applicable Rate for the Existing Term
Loans by more than 50 basis points, then the Applicable Rate for the Existing Term Loans shall be increased to the extent necessary
so that the Applicable Rate for the Incremental Term Loans is 50 basis points higher than the Applicable Rate for the Existing
Term Loans shall be increased by the same number of basis points as the Applicable Rate for the Existing Term Loan is increased;
provided, further, that in determining the Applicable Rate applicable to the Existing Term Loans and the Incremental
Term Loans, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts
of OID) payable by the Borrower to the Lenders of the Existing Term Loans or the Incremental Term Loans in the primary syndication
thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement
or commitment fees payable to the Arranger (or its respective affiliates) in connection with the Existing Term Loans or to one
or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded; and (z) if the LIBOR or Base Rate “floor”
for the Incremental Term Loans is greater than the LIBOR or Base Rate “floor,” respectively, for the Existing Term
Loans, the difference between such floor for the Incremental Term Loans and the Existing Term Loans shall be equated to an increase
in the Applicable Rate for purposes of this clause (iv);


 


(v)the
mandatory prepayment provisions, covenants and events of default of any Incremental Term Loans, if not consistent with the terms
of this Agreement (or, in the case of mandatory prepayment provisions, consistent with the terms of any then outstanding Incremental
Term Facility), shall be reasonably satisfactory to the Administrative Agent (it being understood that covenants and events of
default that are (A) not materially more restrictive to the Borrower, when taken as a whole, than the terms of this Agreement,
or (B) more-restrictive than the terms of this Agreement so long as (x) Lenders under this Agreement also receive the benefit of
such more restrictive terms or (y) any such provisions apply after the Maturity Date, are in each case reasonably satisfactory
to the Administrative Agent); and


 


(vi)The
Incremental Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower,
the Administrative Agent and each Lender making such Incremental Commitment, in form and substance reasonably satisfactory to each
of them. Notwithstanding the provisions of Section 11.01, the Increase Joinder may, without the consent of any other Lender,
effect such amendments


 




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to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect
the provisions of this Section 2.16. In addition, unless otherwise specifically provided herein, all references in Loan
Documents to Revolving Loans or, if applicable, term loans shall be deemed, unless the context otherwise requires, to include references
to Revolving Loans made pursuant to Incremental Revolving Commitments and Incremental Term Loans that are term loans, respectively,
made pursuant to this Agreement. This Section 2.16 shall supersede any provisions in Section 2.13 or Section 11.01
to the contrary.


 


(d)Adjustment
of Revolving Loans. To the extent the Commitments being increased on the relevant Increase Effective Date are Incremental Revolving
Commitments, then each Lender that is acquiring an Incremental Revolving Commitment on the Increase Effective Date shall make a
Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Lenders immediately prior to such
Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Lenders pro rata
based on their Commitments after giving effect to such Increase Effective Date. If there is a new borrowing of Revolving Loans
on such Increase Effective Date, the Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans
in accordance with Section 2.01.


 


(e)Making
of New Term Loans. On any Increase Effective Date on which Incremental Term Loan Commitments are effective, subject to the
satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a term loan to the Borrower in
an amount equal to its new Commitment.


 


(f)Equal
and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, except
that the new Loans may be subordinated in right of payment or the Liens securing the new Loans may be subordinated, in each case,
to the extent set forth in the Increase Joinder. The Loan Parties shall take any actions reasonably required by the Administrative
Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected
under the UCC or otherwise after giving effect to the establishment of any such new Commitments.


 


ARTICLE
III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


		3.01	Taxes.



 


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


 


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


 




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deduction or
withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


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


 


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


 


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


 


(c)Tax
Indemnifications.


 


(i)Each
of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof
within thirty (30) days after receipt of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required
to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally
indemnify the Administrative Agent, and shall make


 




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payment in respect
thereof within thirty (30) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to
pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 


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


 


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


 


(e)Status
of Lenders; Tax Documentation.


 


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


 




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(ii)Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(f)Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund (whether received in
the form of a cash payment or in the form of a credit against Taxes otherwise owed) of any Taxes as to which it has been indemnified
by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay
to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid,
by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) incurred by such Recipient, as the case may be, 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 Recipient, 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 Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan


 




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Party pursuant
to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient
would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise
imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall
not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that
it deems confidential) to any Loan Party or any other Person.


 


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


 


		3.02	Illegality and Designated Lenders.



 


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


 


		3.03	Inability to Determine Rates.



 


(a)If
in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i)  the Administrative
Agent determines that (A)  deposits are not being offered to banks in the London interbank market for the applicable amount
and Interest Period of such Eurodollar Rate Loan, or (B) adequate and reasonable means do not exist for determining the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed
Base Rate Loan (in each case with respect to


 




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clause (i),
“Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the
cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected
Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with
respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the
Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest
Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans
in the amount specified therein.


 


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


 


		3.04	Increased Costs; Reserves on Eurodollar Rate Loans.



 


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


 


(i)impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Eurodollar Rate) or the L/C Issuer; or


 


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


 


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


 




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Issuer, as the case may be, for
such additional costs incurred or reduction suffered; provided that this Section 3.04(a) shall not apply to Taxes,
which shall be governed solely by Section 3.01.


 


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


 


(c)Certificates
for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate
such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section
and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand
such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date
that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred
to above shall be extended to include the period of retroactive effect thereof).


 


		3.05	Compensation for Losses.



 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


		3.06	Mitigation Obligations; Replacement of Lenders.



 


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


 


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


 


		3.07	Survival.



 


All of the Borrower’s
obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder,
resignation of the Administrative Agent and the Facility Termination Date.


 




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ARTICLE
IV



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


		4.01	Conditions of Initial Credit Extension.



 


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


 


(a)Execution
of Credit Agreement; Loan Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of
each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security
Agreement and each other Collateral Document required to be delivered on the Closing Date, executed by a Responsible Officer of
the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iv) counterparts
of any other Loan Document required to be delivered on the Closing Date, executed by a Responsible Officer of the applicable Loan
Party and a duly authorized officer of each other Person party thereto.


 


(b)Secretary’s
Certificate. The Administrative Agent shall have received a Secretary’s Certificate dated the Closing Date, certifying
as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified
as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing,
existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers
of each Loan Party.


 


(c)Legal
Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative
Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent
and the Lenders, in form and substance reasonably acceptable to the Administrative Agent.


 


(d)Financial
Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in
Section 5.05.


 


(e)Personal
Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative
Agent:


 


(i)(A) searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party, copies of the financing statements
on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy
searches;


 


(ii)searches
of ownership of material Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings
as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the
Intellectual Property;


 


(iii)completed
UCC financing statements for each jurisdiction required by Law to perfect the Administrative Agent’s security interest in
the Collateral;


 




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(iv)stock
or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank;
in each case to the extent such Pledged Equity is certificated; and


 


(v)to the
extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents,
all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments
as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest
in the Collateral;


 


(f)Material
Adverse Effect. Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to have a Material Adverse Effect.


 


(g)Solvency
Certificate. The Administrative Agent shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower
as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial
borrowings under the Loan Documents and the other transactions contemplated hereby.


 


(h)Officer’s
Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of
the Borrower as of the Closing Date, as to certain financial matters, in form and substance satisfactory to Administrative Agent.


 


(i)Loan
Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.


 


(j)Existing
Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries
(other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related
thereto shall be terminated on or prior to the Closing Date.


 


(k)Consents.
The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material
third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.


 


(l)Fees
and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to
Section 2.09.


 


Without limiting the generality of the
provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this
Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.


 


		4.02	Conditions to all Credit Extensions.



 


The obligation of each
Lender and the L/C Issuer to honor any Request for Credit Extension is subject to the following conditions precedent:


 




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(a)Representations
and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article
V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or
a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the date of
such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse
Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) as of such earlier
date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a)
and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b),
respectively, subject in the case of Incremental Commitments to Section 2.16(b)(ii).


 


(b)Default.
No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the
proceeds thereof, subject in the case of Incremental Term Loans to Section 2.16(b)(i).


 


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


 


Each Request for Credit Extension submitted
by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V



REPRESENTATIONS AND WARRANTIES


 


Each Loan Party represents
and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:


 


		5.01	Existence, Qualification and Power.



 


Each Loan Party and
each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the
Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified
and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause
(b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


		5.02	Authorization; No Contravention.



 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person’s


 




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Organization Documents;
(b) conflict with or result in any material breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law.


 


		5.03	Governmental Authorization; Other Consents.



 


No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary
or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions,
notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.


 


		5.04	Binding Effect.



 


This Agreement has
been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principals of equity.


 


		5.05	Financial Statements; No Material Adverse Effect.



 


(a)Audited
Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in
shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein.


 


(b)Quarterly
Financial Statements. The unaudited Consolidated balance sheets of the Borrower and its Subsidiaries dated June 30, 2015, and
the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended
on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries
as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)Material
Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse
Effect.


 


		5.06	Litigation.



 




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Except as set forth
in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party
or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or
any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate would
reasonably be expected to have a Material Adverse Effect.


 


		5.07	No Default.



 


Neither any Loan Party
nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


		5.08	Ownership of Property.



 


Each Loan Party and
each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property
necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


		5.09	Environmental Compliance.



 


Except as would not
reasonably be expected to result in, either individually or in the aggregate, Environmental Liabilities exceeding the Threshold
Amount to the Loan Parties and their Subsidiaries, (a) the operations of each Loan Party and each Subsidiary of each Loan Party
are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all
Environmental Permits required by any applicable Environmental Law, (b) no Loan Party and no Subsidiary of any Loan Party is party
to, and no Loan Party and no Subsidiary of any Loan Party and no real estate currently (or to the knowledge of any Loan Party previously)
owned, leased, subleased, operated or otherwise occupied by any such Person is subject to or the subject of, any Contractual Obligation
or any pending (or, to the knowledge of any Loan Party, threatened) order, action, investigation, suit, proceeding, audit, claim,
demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental
Law and any Loan Party, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities
has attached to any real esate of any Loan Party or any Subsidiary of any Loan Party and, to the knowledge of any Loan Party, no
facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property,
(d) no Loan Party and no Subsidiary of any Loan Party has caused or suffered to occur a release of Hazardous Materials at, to or
from any real estate, (e) all real estate currently (or to the knowledge of any Loan Party previously during its period of ownership,
lease, sublease, operation or occupation) owned, leased, subleased, operated or otherwise occupied by any such Loan Party and each
Subsidiary of each Loan Party is free of contamination by any Hazardous Materials and (f) no Loan Party and no Subsidiary of any
Loan Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of
any Environmental Law or (ii) knows of any violation of any Environmental Law, including receipt of any information request or
notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental
Laws relating to any Loan Party or any Subsidiary of a Loan Party.


 


		5.10	Insurance.



 




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The properties of the
Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower,
in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. A true and complete
listing of such insurance, including issuers, coverages and deductibles, as of the Closing Date has been provided to the Administrative
Agent.


 


		5.11	Taxes.



 


Each Loan Party and
its Subsidiaries have filed all federal, and all material state and other tax returns and reports required to be filed, and have
paid all federal, and all material state and other taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect to the Borrower or
any Subsidiary.


 


		5.12	ERISA Compliance.



 


(a)Except
as would not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all respects with the
applicable provisions of ERISA, the Code and other federal or state laws. Each Pension Plan that is intended to be a qualified
plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter
from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto
has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such
a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent
or cause the loss of such tax-qualified status.


 


(b)There
are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be
expected to result in a Material Adverse Effect.


 


(c)(i) Except
as would not reasonably be expected to result in a Material Adverse Effect, no ERISA Event has occurred, and no Loan Party nor
any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an
ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension
Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party
nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment
percentage for any such plan to drop below 60% as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate
has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become
due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof
nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan.


 




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(d)Neither
the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 5.12 hereto.


 


		5.13	Margin Regulations; Investment Company Act.



 


(a)Margin
Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter
of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and
its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction
contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e) will be margin stock.


 


(b)Investment
Company Act. No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.


 


		5.14	Disclosure.



 


The reports, financial
statements, certificates or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished)
do not contain, when taken as a whole, any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time made or delivered.


 


		5.15	Compliance with Laws.



 


Each Loan Party and
each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree
is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


		5.16	Solvency.



 


The Loan Parties and
their Subsidiaries, taken as a whole, are Solvent.


 


		5.17	Reserved.



 


		5.18	Sanctions Concerns and Anti-Corruption Laws.



 


(a)Sanctions
Concerns. No Loan Party, nor any Subsidiary, nor any director or officer thereof, nor, to the knowledge of the Loan Parties
and their Subsidiaries, any employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned
or


 




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controlled
by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident
in a Designated Jurisdiction.


 


(b)Anti-Corruption
Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance in all material respects with the
United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar, applicable anti-corruption legislation
in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with
such laws.


 


		5.19	Reserved.



 


		5.20	Subsidiaries; Equity Interests; Loan Parties.



 


(a)Ventures,
Subsidiaries and Affiliates; Outstanding Equity Interests. Except as set forth in Schedule 5.20(a), as of the Closing
Date, no Loan Party and no Subsidiary of any Loan Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership
with any other Person. All issued and outstanding Equity Interests of each of the Loan Parties and each of their respective Subsidiaries
are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to
the Equity Interests of the Borrower and Subsidiaries of the Borrower, those in favor of Administrative Agent, for the benefit
of the Secured Parties. All such securities were issued in compliance with all applicable state and federal laws concerning the
issuance of securities.


 


		5.21	Healthcare Regulatory Matters.



 


(a)The
Loan Parties hold, and are operating in compliance with, such material permits, registrations, licenses, franchises, approvals,
authorizations and clearances of the FDA, if any, required for the conduct of their business as currently conducted (collectively,
the “FDA Permits”), and all such FDA Permits, if any, are in full force and effect. The Loan Parties have fulfilled
and performed, in all material respects, all of their obligations with respect to the FDA Permits, and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the
rights of the holder of any FDA Permit.


 


(b)The
Loan Parties, and each of their licensed employees and contractors, are in compliance in all material respects with all applicable
Healthcare Laws. Except as disclosed to the Administrative Agent from time to time pursuant to Section 6.03, the Loan Parties
have not received notice of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, inspection, investigation,
arbitration or other action from the FDA or any other applicable Governmental Authority or applicable foreign regulatory agency
with jurisdiction over the Loan Parties, alleging that any operation or activity of the Loan Parties is in violation of any applicable
Healthcare Law, in each case, which would reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries
taken as a whole.


 


(c)All
applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom,
utilized as the basis for or submitted in connection with any and all requests for a FDA Permit or other permit or license from
the FDA or other Governmental Authority with jurisdiction over the Loan Parties and relating to the Loan Parties, their business
and their products, when submitted to the FDA or other Governmental Authority were true, complete and correct in all material respects
as of the date of submission and any necessary or required material updates, changes, corrections or modification to such


 




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applications,
submissions, information and data have been timely submitted to the FDA or other Governmental Authority.


 


(d)Except
as set forth on Schedule 5.21, since December 31, 2014, the Loan Parties have not had any product or manufacturing site
(whether owned by the Loan Parties or that of a contract manufacturer) subject to a Governmental Authority (including FDA) shutdown
or import or export prohibition, nor received any FDA Form 483 or other Governmental Authority notice of inspectional observations
(other than with respect to routine inspections that are not related to any actual or potential violation of any applicable Law),
“warning letters,” “untitled letters” or requests or requirements to make material changes to any of the
Loan Parties’ products, or similar correspondence or notice from the FDA or other Governmental Authority with jurisdiction
over the Loan Parties in respect of the Loan Parties’ business and alleging or asserting noncompliance with any applicable
law, permit or such requests or requirements of such Governmental Authority, and, to the knowledge of the Loan Parties, neither
the FDA nor any such Governmental Authority is considering such action, in each case, which would reasonably be expected to have
a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole.


 


(e)Except
as set forth on Schedule 5.21, there are no recalls, field notifications, field corrections, field safety corrective actions,
market withdrawals or replacements, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or
regulatory compliance of the Loan Parties’ products (“Safety Notices”) or, to the Loan Parties’
knowledge, material product complaints with respect to the Loan Parties’ products, and to the Loan Parties’ knowledge,
there are no facts that would be reasonably likely to result in (i) a material Safety Notice with respect to the Loan Parties’
products, (ii) a material change in labeling of any of the Loan Parties’ products; or (iii) a termination or suspension of
marketing or testing of any of the Loan Parties’ products, in each case, which would reasonably be expected to have a Material
Adverse Effect on the Borrower and its Subsidiaries taken as a whole.


 


(f)None
of the Loan Parties is the subject of any pending or, to the Loan Parties’ knowledge, threatened investigation in respect
of the Loan Parties or their products, by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and
Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto and neither
the Loan Parties nor any of their officers, employees or agents has been convicted of any crime or engaged in any conduct that
could result in a material debarment or exclusion (i) under 21 U.S.C. Section 335a, or (ii) under any similar law applicable to
the Loan Parties, in each case, which would reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries
taken as a whole. As of the date hereof, no claims, actions, proceedings or investigations that would reasonably be expected to
result in such a material debarment or exclusion are pending or threatened against the Loan Parties or any of their officers, employees
or agents.


 


(g)Except
as set forth on Schedule 5.21, the Loan Parties, and the managers, officers, employees and agents of the Loan Parties, have
not been convicted of any crime or engaged in any conduct that could result in a material debarment or exclusion (i) under 21 U.S.C.
§ 335a, or (ii) any similar state law, rule or regulation. As of the date hereof, no claims, actions, proceedings or investigations
that would reasonably be expected to result in such a material debarment or exclusion are pending or threatened against the Loan
Parties, or the managers, officers, employees or agents of the Loan Parties.


 


		5.22	Intellectual Property; Licenses, Etc.



 




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The Borrower and each
of its Subsidiaries own and possess, or have a license or other right to use in all respects all Intellectual Property as is reasonably
necessary for the conduct of their respective businesses, without conflict with the rights of any other Person, other than as would
not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower
or any of its Subsidiaries infringes upon any Intellectual Property rights held by any other Person, other than as would not reasonably
be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge
of the Borrower, threatened in writing, which, either individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.


 


ARTICLE
VI



AFFIRMATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall,
and shall cause each of its Subsidiaries to:


 


		6.01	Financial Statements.



 


Deliver to the Administrative
Agent and each Lender:


 


(a)Audited
Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the
Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related
Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance
with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of any “Big Four” or
any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative
Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit.


 


(b)Quarterly
Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first
three (3) fiscal quarters of each fiscal year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries
as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in shareholders’
equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements
to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of
the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of
the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes.


 


(c)Business
Plan and Budget. As soon as available, but in any event within seventy-five (75) days after the end of each fiscal year of
the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts
prepared


 




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by management
of the Borrower, in form reasonably satisfactory to the Administrative Agent (it being understood that the form of business plan
and budget of the Borrower and its Subsidiaries provided by the Borrower prior to the Closing Date is reasonably satisfactory to
the Administrative Agent), of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower
and its Subsidiaries on a quarterly basis for the immediately following fiscal year.


 


As to any information contained in materials
furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Section
6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information
and materials described in Sections 6.01(a) and (b) above at the times specified therein.


 


		6.02	Certificates; Other Information.



 


Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:


 


(a)Compliance
Certificate. Commencing with the fiscal quarter ending December 31, 2015, concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive
officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Unless the Administrative
Agent or a Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including
fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.


 


(b)Changes
in Entity Structure. No later than thirty (30) days after the end of each fiscal quarter during which there is a change to
the organizational structure of the Borrower or its Subsidiaries, a true and complete organizational chart of the Borrower and
all of its Subsidiaries.


 


(c)Management
Letters. Promptly after receipt thereof by the Borrower or any of its Subsidiaries, a copy of any management letter received
by such Person from its certified public accountants and the management’s response thereto.


 


(d)Annual
Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto;.


 


(e)Debt
Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit
or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of
this Section.


 


(f)SEC
Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such


 




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agency regarding
financial or other operational results of any Loan Party or any Subsidiary thereof.


 


(g)Notices.
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices,
requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument,
indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other
event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse
Effect and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments,
indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request.


 


(h)Environmental
Notice. Promptly after any Loan Party or any Subsidiary becomes aware of the assertion or occurrence thereof, notice of any
action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or
Environmental Permit that would reasonably be expected to have a Material Adverse Effect.


 


(i)Additional
Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan
Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


 


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(f) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a)
on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website
address listed on Schedule 1.01(a); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and the Administrative
Agent shall notify each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to
the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have
no obligation to request the delivery of or to maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby acknowledges (A) if
there is more than one Lender, the Administrative Agent will, at the reasonable request of the Borrower, make available to the
Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic
transmission system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify
that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the


 




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Borrower shall be deemed to have authorized
the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes
of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information,
they shall be treated as set forth in Section 11.07); (3) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent
and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
for posting on a portion of the Platform not designated “Public Side Information.”


 


		6.03	Notices.



 


Promptly, but in any
event within four (4) Business Days after a Responsible Officer becomes aware thereof, notify the Administrative Agent and each
Lender:


 


(a)of
the occurrence of any Default or Event of Default that is continuing;


 


(b)any
breach or non-performance of, or any default under, any Contractual Obligation of any Loan Party or any Subsidiary of any Loan
Party, or any violation of, or non-compliance with, any applicable Law, which would reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect;


 


(c)of
the occurrence of any ERISA Event to the extent such ERISA Event has resulted or would reasonably be expected to result in a liability
of any Loan Party in an aggregate amount in excess of $5,000,000;


 


(d)of
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including
any determination by the Borrower referred to in Section 2.10(b);


 


(e)the
commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary of any
Loan Party (i) in which the amount of damages claimed exceeds the Threshold Amount, (ii) in which injunctive or similar relief
is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which
the relief sought is an injunction or other stay of the performance of this Agreement, any other Loan Document; and


 


(f) (i)
the receipt by any Loan Party of any notice of violation of, or potential liability under, any Environmental Law or similar notice,
which would reasonably be expected to result in Environmental Liabilities exceeding the Threshold Amount, and (ii)(A) the occurrence
of unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities
under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding,
audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which, in the case of clauses (A),
(B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to result in Environmental Liabilities exceeding
the Threshold Amount.


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with
respect thereto. Each


 




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notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.


 


		6.04	Payment of Obligations.



 


Pay and discharge as
the same shall become due and payable, (a) all material tax liabilities, assessments and governmental charges or levies upon
it or its properties or assets, except those which are being contested in good faith by appropriate proceedings diligently conducted
and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims
which, if unpaid, would by law become a Lien (other than Liens permitted pursuant to Section 7.01) upon its property; and
(c) all Indebtedness having an aggregate outstanding principal amount of more than the Threshold Amount, as and when due and
payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


 


		6.05	Preservation of Existence, Etc.



 


(a)Preserve,
renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.04 or 7.05;


 


(b)take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and


 


(c)preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.


 


		6.06	Maintenance of Properties.



 


(a)Maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; and


 


(b)make
all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


		6.07	Maintenance of Insurance.



 


(a)Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other
Persons.


 


(b)Evidence
of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of
any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree,
by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that
it will give the


 




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Administrative
Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days
prior notice in the case of cancellation due to the nonpayment of premiums). Upon the Administrative Agent’s reasonable request,
the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by
the Administrative Agent hereunder; provided, that unless an Event of Default has occurred and is continuing, the Administrative
Agent shall make no more than one (1) such request per fiscal year.


 


		6.08	Compliance with Laws.



 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances
in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, each Loan Party and its Subsidiaries shall comply with all applicable
Healthcare Laws and their implementation by any applicable Governmental Authority and all lawful requests of any Governmental Authority
applicable to its products except in each case where such failure could not reasonably be expected to have a Material Adverse Effect.


 


		6.09	Books and Records.



 


Maintain proper books
of record and account, in which in all material respects full, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be.


 


		6.10	Inspection Rights.



 


Permit representatives
and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice;
provided further, that unless an Event of Default has occurred and is continuing, only one such visit per fiscal year shall
be at the Borrower’s expense. Any Lender may accompany the Administrative Agent in connection with any inspection (i) at
such Lender’s expense if no Event of Default has occurred and is continuing and (ii) at the Borrower’s expense if an
Event of Default has occurred and is continuing.


 


		6.11	Use of Proceeds.



 


Use the proceeds of
the Credit Extensions to (a) repay the existing Indebtedness the Borrower and its Subsidiaries (other than Indebtedness permitted
to exist pursuant to Section 7.02), and (b) to provide ongoing working capital and for general corporate purposes (including
Permitted Acquisitions) not in contravention of any Law or of any Loan Document.


 


		6.12	Reserved.



 


		6.13	Covenant to Guarantee Obligations.



 




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The Loan Parties will
cause each of their Subsidiaries (other than Excluded Subsidiaries) whether newly formed, after acquired or otherwise existing
to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of
time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of
a Joinder Agreement. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not more than thirty
(30) days after creating a Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable
discretion). In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each
new Guarantor to the extent applicable, substantially all the same documentation required pursuant to Section 4.01(b) through (c)
and Section 7.6 of the Security Agreement and such other documents or agreements as the Administrative Agent may reasonably require.


 


		6.14	Covenant to Give Security.



 


Except with respect
to Excluded Property:


 


(a)Equity
Interests and Personal Property. Each Loan Party will cause the Pledged Equity and all of its tangible and intangible personal
property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted
Liens to the extent permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties
to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide
opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests
therein to the extent required by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative
Agent.


 


(b)Account
Control Agreements. Subject to Section 6.17 (which will provide for an agreed-upon post-closing period to comply with
this Section 6.14), each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including
securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited
or maintained with any Person, other than (a) deposit accounts that are maintained at all times with depositary institutions as
to which the Administrative Agent shall have received a Qualifying Control Agreement, (b) securities accounts that are maintained
at all times with financial institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement,
(c) any payroll and other zero balance accounts, (d) petty cash accounts, amounts on deposit in which do not exceed $100,000 in
the aggregate at any one time, and (e) other deposit accounts and/or securities accounts, amounts on deposit in which do not exceed
$500,000 in the aggregate at any one time.


 


(c)Further
Assurances. At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments
and documents and take all such other action as the Administrative Agent may deem necessary or desirable to maintain in favor of
the Administrative Agent, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected
in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all applicable Laws.


 


		6.15	Further Assurances.



 


(a)Promptly
upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material
defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof,
and


 




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(b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to
the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets,
rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect
and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created
thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured
Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any
other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be
a party, and cause each of its Subsidiaries to do so.


 


(b)Without
limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, each Loan Party shall
pledge all of the Equity Interests of each of its Domestic Subsidiaries and First Tier Foreign Subsidiaries; provided that with
respect to any First Tier Foreign Subsidiary that is an Excluded Foreign Subsidiary, such pledge shall be limited to sixty-five
percent (65%) of such First Tier Foreign Subsidiary’s outstanding Voting Stock and one hundred percent (100%) of such First
Tier Foreign Subsidiary’s outstanding non-voting Equity Interests), in each instance, to the Administrative Agent for the
benefit of the Secured Parties, to secure the Obligations. In connection with each pledge of Equity Interests, the Loan Parties
shall deliver, or cause to be delivered, to the Administrative Agent, irrevocable proxies and stock powers and/or assignments,
as applicable, duly executed in blank.


 


(c)The
Administrative Agent shall not obtain or perfect a security interest in any assets of any Loan Party as to which the Administrative
Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such security interest is excessive
in relation to the benefit to the Lenders of the security afforded thereby (such comparison to be determined in a manner consistent
with any such determination made in connection with the Closing Date) or would otherwise violate applicable Law.


 


		6.16	Compliance with Environmental Laws.



 


(a) Comply, and cause
all lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental
Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and (c) conduct any investigation,
study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, in the case of clauses
(a), (b) and (c) above, except where such failure could not reasonably be expected to have a Material Adverse
Effect; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any
such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and
by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.


 




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		6.17	Post-Closing Covenants.



 


The Borrower agrees
to deliver, or cause to be delivered, to the Administrative Agent, the items described in Schedule 6.17 on the dates and
by the times specified with respect to such items, or such later time as may be agreed to by the Administrative Agent in writing
in its reasonable discretion.


 


ARTICLE
VII



NEGATIVE COVENANTS


 


Each of the Loan Parties
hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor
shall it permit any Subsidiary to, directly or indirectly:


 


		7.01	Liens.



 


Create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the
following (the “Permitted Liens”):


 


(a)Liens
pursuant to any Loan Document;


 


(b)Liens
existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.02(b), (iii) obligors with respect thereto are not changed, and (iv) any renewal or extension of
the obligations secured or benefited thereby is permitted by Section 7.02(b);


 


(c)Liens
for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)Statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than ninety (90) days or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person;


 


(e)pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation, other than any Lien imposed by ERISA;


 


(f)deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;


 




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(h)Liens
securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event
of Default under Section 8.01(h);


 


(i)bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by the Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business
in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank
with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness;


 


(j)any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any
Subsidiary thereof, including the license (as licensor or sublicensor) of Intellectual Property, in each case in the ordinary course
of business and covering only the assets so leased, licensed or subleased;


 


(k)Liens
of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;


 


(l)Liens
on any property of a Person acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred
or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property and permitted under
Section 7.02(c); provided that (i) any such Lien attaches to such property concurrently with or within one
hundred twenty (120) days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction
and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property;


 


(m)any
interest or title of a lessor or sublessor under any lease permitted by this Agreement;


 


(n)Liens
arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this
Agreement;


 


(o)Liens
arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary of the
Borrower in the ordinary course of business;


 


(p)Liens
in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with
the importation of goods in the ordinary course of business;


 


(q)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 such Person that becomes a Subsidiary after the date hereof (including pursuant to a Permitted Acquisition) 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 (other than the proceeds or products thereof and after-acquired property subjected
to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted
to apply to any property to which such requirement would not


 




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have applied
but for such acquisition) and (iii) such Lien shall only secure Indebtedness permitted pursuant to Section 7.02(h);


 


(r)pledges
of cash or Cash Equivalents in the ordinary course of business securing insurance premiums under insurance policies, in each case,
payable to insurance carriers that provide insurance to the Borrower and its Subsidiaries in an aggregate amount not to exceed
the amount of insurance premiums secured by such pledges;


 


(s)Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower
or any Subsidiary in the ordinary course of business and not prohibited by this Agreement;


 


(t)Liens
on assets of Excluded Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral
or the Equity Interest of the Borrower or any other Loan Party, and (ii) such Liens extending to the assets of any Excluded Subsidiary
secure only Indebtedness of Excluded Subsidiaries otherwise permitted under Section 7.02(g);


 


(u)other
Liens securing Indebtedness outstanding permitted pursuant to Section 7.02 or other obligations not exceeding $5,000,000
in aggregate principal amount;


 


(v)Liens
securing any Swap Contract permitted pursuant to Section 7.02(l);


 


(w)Liens
securing any Capitalized Lease Obligations and Synthetic Lease Obligations permitted pursuant to Section 7.02(c); and


 


(x)non-exclusive
licenses and sublicenses granted by a Loan Party or any Subsidiary of a Loan Party and leases and subleases (by a Loan Party or
any Subsidiary of a Loan Party as lessor or sublessor) to third parties in the ordinary course of business not interfering with
the business of the Loan Parties or any of their Subsidiaries.


 


		7.02	Indebtedness.



 


Create, incur, assume
or suffer to exist any Indebtedness, except:


 


(a)Indebtedness
under the Loan Documents;


 


(b)Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal
or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the
direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding,
renewal or extension;


 


(c)Indebtedness
in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(l); provided, however, that the aggregate amount of all such
Indebtedness at any one time outstanding shall not exceed $15,000,000;


 




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(d)unsecured
Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness
shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the
Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be
on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the
provisions of Section 7.03 (“Intercompany Debt”);


 


(e)Guarantees
of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Loan Party;


 


(f)unsecured
Indebtedness not to exceed $108,000,000 (less the aggregate amount of all prepayments, repurchases or redemptions thereof (other
than with the respect to the proceeds of a Permitted Convertible Note Refinancing consummated at the time of such prepayment, repurchase
or redemption) after the Closing Date) in the aggregate at any time outstanding evidenced by the Convertible Notes and Permitted
Convertible Note Refinancings;


 


(g)guarantees
(i) by any Loan Party of Indebtedness of any Excluded Subsidiary to the extent such guarantees constitute Investments subject to
the limitations of Section 7.03(c), (ii) by any Excluded Subsidiary of Indebtedness of any other Excluded Subsidiary, and
(iii) by any Subsidiary of the Borrower of Indebtedness of the Borrower or any other Loan Party;


 


(h)Indebtedness
of a Person acquired or assumed in connection with a Permitted Acquisition or other Investment permitted under Section 7.03
or any assets acquired in connection therewith which Indebtedness was in existence at the time of such Permitted Acquisition or
such permitted Investment and not incurred in contemplation thereof, and extensions, renewals and replacements of any such Indebtedness
incurred pursuant to this clause (h) that do not increase the outstanding principal amount thereof; provided that
the aggregate principal amount of Indebtedness permitted by this clause (h) shall not exceed (x) $10,000,000 at any time
outstanding plus (y) unlimited additional Indebtedness if, for purposes of this clause (h) immediately after giving effect
to such Permitted Acquisition or such permitted Investment and the assumption of such Indebtedness (A) no Event of Default has
occurred and is continuing and (B) at the time of the incurrence of such Indebtedness, the Consolidated Leverage Ratio (after giving
effect to the incurrence of such Indebtedness) (as of the most recent Measurement Period for which financial statements have been
delivered to the Administrative Agent) shall be 0.50 to 1.0 less than the then applicable level set forth in Section 7.11;


 


(i)Indebtedness,
whether secured or unsecured, incurred by Foreign Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any
time outstanding so long as no Loan Party is liable or obligated with respect thereto;


 


(j)Indebtedness
owed to insurance carriers at any time incurred in connection with financing insurance premiums in the ordinary course of business;


 


(k)indemnification,
purchase price adjustment or similar obligations incurred in connection with Permitted Acquisitions, other acquisitions permitted
by Section 7.03 or dispositions permitted under Section 7.05;


 


(l)Indebtedness
in respect of Swap Contracts not entered into for speculative purposes;


 




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(m)unsecured
Indebtedness of the Borrower consisting of (i) repurchase obligations in respect of Equity Interests of the Borrower issued to
directors, consultants, managers, officers and employees of the Borrower and its Subsidiaries arising upon the death, disability
or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted
by Section 7.06(h) and (ii) promissory notes issued by the Borrower to directors, consultants, managers, officers or employees
(or their spouses or estates) of the Borrower and its Subsidiaries to purchase or redeem Equity Interests of the Borrower issued
to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section
7.06(h); and


 


(n)other
unsecured Indebtedness not exceeding in the aggregate at any time outstanding $5,000,000.


 


		7.03	Investments.



 


Make or hold any Investments,
except:


 


(a)Investments
held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;


 


(b)advances
to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 


(c)Investments
(i) by the Borrower in any Loan Party, (ii) by any Loan Party in any other Loan Party, (iii) by the Borrower or any other Loan
Party in any Excluded Subsidiaries not to exceed $10,000,000 in the aggregate at any time outstanding for all such Investments;
provided, with respect to clause (iii), that no Default or Event of Default shall have occurred and be continuing at the
time such Investment is made; (iv) by any Excluded Subsidiary in any Loan Party; provided further, the Investments (A) described
in foregoing clauses (i), (ii) and (iii) shall be evidenced by the Master Intercompany Subordinated Note (Pledged),
which shall be pledged by the Loan Parties to Administrative Agent, for the benefit of the Secured Parties and (B) described in
foregoing clause (iv) shall be evidenced by a Master Intercompany Subordinated Note (Non-Pledged), (v) by any Excluded Subsidiary
in any other Excluded Subsidiary, and (vi) by one or more Loan Parties in one or more Excluded Subsidiaries in the ordinary course
of business consisting of (A) amounts owing to one or more Loan Parties by one or more Excluded Subsidiaries as a result of, or
pursuant to, cost sharing, expense allocation or similar arrangements (excluding advances or loans in cash or kind) as long as
(x) such amounts are allocated in a manner consistent with past practices, (y) the aggregate outstanding amount of such Investments
at the end of each fiscal quarter does not exceed $50,000,000, and (z) to the extent such an Investment is made to any Excluded
Subsidiary that has cash on hand (after the payment of any obligations described in clause (vi)(B)) in excess of $4,000,000
(or, in the case of each of Affymetrix Pte. Ltd. and Bender MedSystems GmbH, $10,000,000) at the end of any fiscal quarter, such
Excluded Subsidiary shall use such excess cash on hand to promptly repay any such remaining Investment and (B) obligations arising
as a result of the sale of inventory and equipment by one or more Loan Parties to one or more Excluded Subsidiaries as long as
such obligations are not outstanding for longer than 90 days from the date the applicable inventory or equipment is transferred
to the applicable Excluded Subsidiary (it being agreed that the aggregate amount of any obligations or other amounts owed by one
or more Excluded Subsidiaries to one or more Loan Parties that are forgiven, written off, reduced or otherwise compromised shall
constitute an Investment subject to the limitations of clause (iii) above);


 




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(d)Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(e)Guarantees
permitted by Section 7.02;


 


(f)Investments
existing on the date hereof (other than those referred to in Section 7.03(c)) and set forth on Schedule 7.03;


 


(g)Permitted
Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC which Investments are covered by Section
7.03(c)(iv));


 


(h)Investments
(including debt obligations) received or acquired as the non-cash portion of consideration received in connection with transactions
permitted pursuant to Section 7.05(f);


 


(i)Investments
consisting of any transaction expressly permitted under the terms and conditions of Section 7.04;


 


(j)Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement
of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;


 


(k)Investments
arising from deposits made in the ordinary course of business securing obligations or performance under real estate or personal
property leases;


 


(l)Investments
consisting of deposit, securities or commodities accounts that are subject to a Qualifying Control Agreement, in each case, to
the extent required hereunder;


 


(m)Investments
consisting of non-cash loans made by the Borrower to officers, directors, employees and consultants of a Loan Party which are used
by such Persons to purchase simultaneously Equity Interests of the Borrower;


 


(n)other
Investments not contemplated by the above provisions not exceeding (x) $25,000,000 in the aggregate in any fiscal year of the Borrower
and (y) $75,000,000 during the term of this Agreement;


 


(o)Investments
by the Borrower in Swap Contracts permitted under Section 7.02(l); and


 


(p)the
Borrower and each Subsidiary may make unlimited Investments, provided all of the following conditions are satisfied:


 


(i)no Default
or Event of Default has occurred and is continuing or would arise as a result of such Investment; and


 


(ii)at
the time of such Investment, the Consolidated Leverage Ratio (after giving effect to such Investment) (as of the most recent Measurement
Period for which


 




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financial statements
have been delivered to the Administrative Agent) shall be 0.50 to 1.0 less than the then applicable level set forth in Section
7.11.


 


		7.04	Fundamental Changes.



 


Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:


 


(a)any
Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii)
any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall
be the continuing or surviving Person;


 


(b)any
Excluded Subsidiary may merge with another Excluded Subsidiary; provided that if a First Tier Foreign Subsidiary is merging
with an Excluded Subsidiary, such First Tier Foreign Subsidiary shall be the continuing or surviving Person;


 


(c)any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Loan Party;


 


(d)any
Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the
nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;


 


(e)in
connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person or
permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall
be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the
Borrower) is a party, such Loan Party is the surviving Person;


 


(f)so
long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may
merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided,
however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the
Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party
(other than the Borrower) is a party, such Loan Party is the surviving Person;


 


(g)Permitted
Acquisitions and other Acquisitions permitted under Section 7.03 shall be permitted; and


 


(h)Dispositions
to a third party permitted under Section 7.05 shall be permitted.


 


		7.05	Dispositions.



 


Make any Disposition
or enter into any agreement to make any Disposition, except:


 


(a)Permitted
Transfers;


 




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(b)Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, including the abandonment
or other Disposition of Intellectual Property, in each case, which, in the reasonable judgment of the Borrower, is no longer economically
practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole;


 


(c)Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;


 


(d)Dispositions
permitted by Section 7.04;


 


(e)Dispositions
(i) of Accounts (as defined in the UCC) of Foreign Subsidiaries pursuant to factoring or other similar arrangements and (ii) so
long as no Default or Event of Default has occurred and is continuing, Accounts (as defined in the UCC) of any Subsidiary that
are past due by more than one hundred twenty (120) days;


 


(f)Dispositions
so long as (i) at the time of such Disposition, no Event of Default shall exist or shall result from therefrom, (ii) at least
75% of the consideration paid in connection therewith shall be cash or Cash Equivalents and shall be in an amount not less than
the fair market value of the property disposed of and (iii) the aggregate net book value of all of the assets sold or otherwise
disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed
$50,000,000 and (iv) after giving effect to such Disposition, the Loan Parties shall be in pro forma compliance with the Consolidated
Senior Leverage Ratio then in effect pursuant to Section 7.11;


 


(g)Dispositions
of non-core assets acquired in connection with any Permitted Acquisition so long as (i) at the time of such Disposition, no
Event of Default shall exist or shall result from therefrom, (ii) the consideration paid in connection therewith shall be in an
amount not less than the fair market value of the property disposed of, and (iii) the aggregate net book value of all of the assets
sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the Borrower
shall not exceed $50,000,000;


 


(h)transfers
or other dispositions of any property to any Subsidiary that is not a Loan Party; provided that the aggregate value of the
property transferred by Loan Parties to Subsidiaries that are not Loan Parties, net of any consideration received in respect of
such transfer, shall constitute an Investment subject to the limitations of subsection 7.03(c)(iii); and


 


(i)the
entry into any agreement providing for any of the foregoing dispositions; provided such disposition is permitted as of the
date of such agreement.


 


		7.06	Restricted Payments.



 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default
shall have occurred and be continuing at the time of any action described below or would result therefrom:


 


(a)each
Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 




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(b)the
Borrower and each Subsidiary may declare and make Restricted Payments payable solely in common Equity Interests of such Person;


 


(c)the
Borrower and each Subsidiary may make Restricted Payments, provided all of the following conditions are satisfied:


 


(i)no Default
or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, and


 


(ii)at
the time of such Restricted Payment, the Consolidated Leverage Ratio (after giving effect to such Restricted Payment) (as of the
most recent Measurement Period for which financial statements have been delivered to the Administrative Agent) shall be 0.50 to
1.0 less than the then applicable level set forth in Section 7.11;


 


(d)so
long as no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, the
Borrower may prepay, repurchase or redeem all or a portion of any shares of its Equity Interests or the Convertible Notes in an
aggregate principal amount not to exceed $40,000,000;


 


(e)subject
to the terms of any applicable subordination agreement, the Loan Parties may pay, as and when due and payable, interest payments
required with respect to the Convertible Notes and any Permitted Convertible Note Refinancings;


 


(f)subject
to the terms of any applicable subordination agreement, the Loan Parties may pay, as and when due and payable, interest payments
required with respect to any subordinated Indebtedness permitted hereunder;


 


(g)the
Borrower may repurchase Equity Interests issued by it, which redemption is deemed to occur upon (i) the exercise of stock options
if the Equity Interests represent a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests
issued to employees and other participants under an equity compensation program of the Borrower or its Subsidiaries, in each case
to cover withholding tax obligations of such persons in respect of such issuance;


 


(h)the
Borrower may redeem from officers, directors, employees and consultants Equity Interests provided all of the following conditions
are satisfied:


 


(i)no Default
or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;


 


(ii)after
giving effect to such Restricted Payment, the Loan Parties are in compliance on a pro forma basis with the covenants set forth
in Section 7.11, recomputed for the most recent Measurement Period for which financial statements have been delivered;


 


(iii)the
aggregate Restricted Payments and notes issued in lieu of any such Restricted Payment permitted (x) in any fiscal year of the Borrower
shall not exceed $1,000,000 and (y) during the term of this Agreement shall not exceed $2,500,000; and


 




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(iv)after
giving effect to such Restricted Payment, the aggregate principal amount of Revolving Loans available to be borrowed under Section
2.01 hereof shall be at least $10,000,000;


 


(i)the
Borrower may (i) effect the conversion of any Convertible Notes into Equity Interests and (ii) may repurchase fractional shares
of any Equity Interests arising out of the conversion of securities convertible (including the Convertible Notes) into any such
Equity Interests;


 


(j)Loan
Parties may repurchase any Convertible Notes that the Loan Parties are required to repurchase in accordance with Section 11.03
of the Convertible Note Agreement as in effect on the Closing Date; and


 


(k)The
refinancing of any Junior Debt with the net cash proceeds of other Junior Debt or Equity Interests (excluding any Disqualified
Stock); provided that the amount of such Junior Debt is not increased at the time of such refinancing except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with
such refinancing.


 


		7.07	Change in Nature of Business.



 


Engage in any material
line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date
hereof or any business substantially related or incidental thereto.


 


		7.08	Transactions with Affiliates.



 


Enter into or permit
to exist any transaction or series of transactions with any officer, director or Affiliate of the Borrower other than transactions
which are:


 


(a)entered
into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable
to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer,
director or Affiliate;


 


(b)Restricted
Payments permitted by Section 7.06;


 


(c)any
payment of compensation or fees to employees, officers, directors or shareholders made in the ordinary course of business or otherwise
expressly permitted hereunder;


 


(d)transactions
between or among Loan Parties;


 


(e)Investments
in Excluded Subsidiaries subject to the limitations of Section 7.03(c); and


 


(f)transactions
expressly permitted by this Agreement.


 


		7.09	Burdensome Agreements.



 




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Enter into, or permit
to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts
the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party; (iii)
pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party or (v) enter
into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon
any of its assets in favor of the Administrative Agent whether now owned or hereafter acquired, or (b) requires the grant of any
Lien (other than Liens permitted pursuant to Section 7.01) on property for any
obligation if a Lien on such property is given as security for the Secured Obligations; provided, however,
the foregoing shall not apply to (A) restrictions and conditions imposed by law, this Agreement or by any other Loan Document,
(B) restrictions and conditions existing on the date hereof identified on Schedule 7.09 (but shall apply to any extension
or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (C) to customary restrictions
and conditions contained in agreements relating to the sale permitted hereunder of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is expressly permitted hereunder, (D)
Indebtedness of a Subsidiary that is an Excluded Subsidiary or restrictions and conditions contained in agreements or instruments
evidencing any Indebtedness of an Excluded Subsidiary permitted to be incurred under Section 7.02, provided that the income
and results of operations of such Excluded Subsidiary shall be excluded from the calculation of the covenants set forth in Section
7.11, (E) any document or instrument governing Liens permitted pursuant to subsections 7.01(j), 7.01(l), 7.01(m),
7.01(q), 7.01(r) and, as long as the fair market value of assets subject to such permitted Liens does not exceed
the amount of Indebtedness secured, 7.01(u), provided that any such restriction contained therein relates only to the asset
or assets subject to such permitted Liens, and (F) customary restrictions that arise solely in connection with any disposition
permitted by Section 7.05 and relate solely to the assets or Person subject to such disposition. Notwithstanding anything
in Section 7.09 to the contrary, nothing herein shall restrict the licensing or sublicensing by the Borrower and its Subsidiaries
of Intellectual Property in the ordinary course of business.


 


		7.10	Use of Proceeds.



 


Use the proceeds of
any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.


 


		7.11	Financial Covenants.



 


(a)Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as
of the end of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending December 31, 2015) to be less than
3.50 to 1.00.


 


(b)Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any Measurement Period ending as of the end of any
fiscal quarter of the Borrower (commencing with the fiscal quarter ending December 31, 2015) set forth below to be greater than
the ratio set forth below opposite such period:


 


	Measurement Period Ending	Maximum Consolidated Leverage Ratio
	Closing Date through September 30, 2017	3.50:1.00
	December 31, 2017 through September 30, 2018	3.25:1.00




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	December 31, 2018 through September 30, 2019	3:00:1.00
	December 31, 2019 and each fiscal quarter thereafter	2.75:1.00



 




		7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of
Entity and Accounting Changes.



 


(a)Amend
any of its Organization Documents;


 


(b)change
its fiscal year;


 


(c)without
providing ten (10) days prior written notice to the Administrative Agent (or such extended period of time as agreed to by the Administrative
Agent), change its name, state of formation, form of organization or principal place of business; or


 


(d)make
any change in accounting policies or reporting practices, except as permitted by GAAP.


 


		7.13	Sale and Leaseback Transactions.



 


Enter into any Sale
and Leaseback Transaction; provided that any Sale and Leaseback Transaction shall be permitted so long as the aggregate
fair market value of the assets sold subject to all Sale and Leaseback Transactions shall not exceed $5,000,000.


 


		7.14	Amendment, Etc. of Indebtedness.



 


No Loan Party shall,
and no Loan Party shall permit any of its Subsidiaries directly or indirectly to, change or amend the terms of any (i) Convertible
Indebtedness Documents or (ii) Subordinated Debt, in each case, if the effect of such change or amendment is to: (A) except in
the case of a Permitted Convertible Note Refinancing, increase the interest rate on such Indebtedness; (B) shorten the dates upon
which payments of principal or interest are due on such Indebtedness; (C) add or change in a manner adverse to the Loan Parties
any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (D) change in a manner adverse
to the Loan Parties the prepayment provisions of such Indebtedness; (E) to the extent applicable, change the subordination provisions
thereof (or the subordination terms of any guaranty thereof) in a manner adverse to the Lenders; or (F) change or amend any other
term if such change or amendment would materially increase the obligations of the Loan Parties or confer additional material rights
on the holder of such Indebtedness in a manner adverse in any material respect to the Loan Parties, the Administrative Agent or
Lenders.


 


		7.15	Sanctions.



 


Directly or, to the
knowledge of the Borrower, indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or
otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of
or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions,
or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether
as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.


 


		7.16	Anti-Corruption Laws.



 




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Directly or indirectly,
use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010 and other similar, applicable anti-corruption legislation in other jurisdictions.


 


ARTICLE
VIII



EVENTS OF DEFAULT AND REMEDIES


 


		8.01	Events of Default.



 


Any of the following
shall constitute an Event of Default:


 


(a)Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3)
Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within
five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 


(b)Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02,
6.03, 6.05 (solely as it relates to the Borrower), 6.09, 6.10, 6.11, Article VII or Article X; or


 


(c)Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after
the earliest to occur of (i) the date upon which a Responsible Officer of any Loan Party becomes aware of such default and (ii)
the date upon which written notice thereof is given to the Borrower by the Administrative Agent or the Required Lenders; or


 


(d)Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect (without duplication of any materiality qualifiers contained therein)
when made or deemed made; or


 


(e)Cross-Default.
(i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than the Threshold Amount, or (B) fails
to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is
to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise),
or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee
to become payable or cash collateral in respect thereof to be demanded; provided that this clause (B) shall not apply to Indebtedness
that becomes due as a result of a voluntary sale or transfer of assets not


 




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prohibited
by the applicable agreement or instrument; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary
thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such
Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the
Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is
entered in any such proceeding; or


 


(g)Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, subject to applicable grace periods, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person
and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or


 


(h)Judgments.
There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive
days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)ERISA.
(i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents,
ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability
of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under
any provision of any


 




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Loan Document,
or purports to revoke, terminate or rescind any provision of any Loan Document; or


 


(k)Collateral
Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason
cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on any material portion of the Collateral
purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or


 


(l)Change
of Control. There occurs any Change of Control.


 


		8.02	Remedies upon Event of Default.



 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 


(a)declare
the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


(b)declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;


 


(c)require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto);
and


 


(d)exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law or equity;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


		8.03	Application of Funds.



 


After the exercise
of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any
time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due
hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15,
be applied by the Administrative Agent in the following order :


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the


 




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Administrative
Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them
in proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the
Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer
in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations
then owing under Secured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the
account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably
among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the
respective amounts described in this clause Fourth held by them; and


 


Last,
the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law.


 


Subject to Sections 2.03(c) and 2.14, amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied
to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if
any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received
from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to
preserve the allocation to Secured Obligations otherwise set forth above in this Section.


 


Notwithstanding the foregoing, Secured
Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application
described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting
documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may
be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant
to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE
IX



ADMINISTRATIVE AGENT


 


		9.01	Appointment and Authority.



 




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(a)Appointment.
Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term
is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


(b)Collateral
Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured
Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent
pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such
co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in
full herein with respect thereto.


 


		9.02	Rights as a Lender.



 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial,
advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent
of the Lenders with respect thereto.


 


		9.03	Exculpatory Provisions.



 


The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its
duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent
and its Related Parties:


 


(a)shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 




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(b)shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor
Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any
Debtor Relief Law; and


 


(c)shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in
connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or
as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01
and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction
by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness
of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority
of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.


 


		9.04	Reliance by Administrative Agent.



 


The Administrative
Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon,
any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur
any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the


 




    103


     

    

L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such
Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for
the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with
the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objections.


 


		9.05	Delegation of Duties.



 


The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the Aggregate Commitments as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except
to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


		9.06	Resignation of Administrative Agent.



 


(a)Notice.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.
If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the
Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall
not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not
a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective
Date.


 


(b)Effect
of Resignation. With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (ii) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to
each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent
as provided for above.


 




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Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 3.01(g) and
other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective
Date or the Removal Effective Date, as applicable), and the retiring Administrative Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit
of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.


 


		9.07	Non-Reliance on Administrative Agent and Other Lenders.



 


Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


		9.08	No Other Duties, Etc.



 


Anything herein to
the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the
Arranger, a Lender or the L/C Issuer hereunder.


 


		9.09	Administrative Agent May File Proofs of Claim; Credit Bidding.



 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise:


 


(a)to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09,
2.10(b) and 11.04) allowed in such judicial proceeding; and


 




    105


     

    

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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights
of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C
Issuer or in any such proceeding.


 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Secured Obligations
owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would
vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used
in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of
the acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly,
by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations
on actions by the Required Lenders contained in clauses (a) through (h) of Section 11.1 of this Agreement, and (iii) to the extent
that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result
of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the
amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned
to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured
Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured
Party or any acquisition vehicle to take any further action.


 


		9.10	Collateral and Guaranty Matters.



 




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Each of the Lenders
(including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize
the Administrative Agent, at its option and in its discretion,


 


(a)to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility
Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection
with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized
or ratified in writing by the Required Lenders in accordance with Section 11.01;


 


(b)to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(l); and


 


(c)to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate
its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with
the terms of the Loan Documents and this Section 9.10.


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


		9.11	Secured Cash Management Agreements and Secured Hedge Agreements.



 


Except as otherwise
expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the
Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any
action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the
Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification
of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case,
only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the
extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other
satisfactory arrangements have been made


 




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with respect to, Secured
Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination
Date.


 


ARTICLE
X



CONTINUING GUARANTY


 


		10.01	Guaranty.



 


Each Guarantor hereby
absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance
and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso
in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor
shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually
with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations
hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any
applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible
in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing
the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability
of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability,
perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations
which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each
Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the
foregoing.


 


		10.02	Rights of Lenders.



 


Each Guarantor consents
and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the
enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce,
waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations;
(c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the
Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors
of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of,
or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty
or which, but for this provision, might operate as a discharge of such Guarantor.


 


		10.03	Certain Waivers.



 


Each Guarantor waives
(a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation
from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan
Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those
of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability
hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against


 




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or exhaust any security
for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and
any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted
by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of
or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands
for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all
other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance
of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.


 


		10.04	Obligations Independent.



 


The obligations of
each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations
and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty
whether or not the Borrower or any other person or entity is joined as a party.


 


		10.05	Subrogation.



 


No Guarantor shall
exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes
under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid
and performed in full and the Aggregate Commitments are terminated. If any amounts are paid to a Guarantor in violation of the
foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid
to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.


 


		10.06	Termination; Reinstatement.



 


This Guaranty is a
continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect
until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be
revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties
exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party,
in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff
had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any
prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination
of this Guaranty.


 


		10.07	Stay of Acceleration.



 


If acceleration of
the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor
or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly
and severally, immediately upon demand by the Secured Parties.


 




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		10.08	Condition of Borrower.



 


Each Guarantor acknowledges
and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor
such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such
Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties
at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any
other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense
relating to the failure to provide the same).


 


		10.09	Appointment of Borrower.



 


Each of the Loan Parties
hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents
and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and
provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan
Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice
or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each
Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document,
authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.


 


		10.10	Right of Contribution.



 


The Guarantors agree
among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable Law.


 


		10.11	Keepwell.



 


Each Loan Party that
is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified
Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation
as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect
of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of
each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly
paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute,
a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified
Loan Party for all purposes of the Commodity Exchange Act.


 


ARTICLE
XI



MISCELLANEOUS


 


		11.01	Amendments, Etc.



 




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No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent
of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such amendment, waiver or consent shall:


 


(a)extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default
or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);


 


(b)postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written
consent of each Lender entitled to such payment;


 


(c)reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders
shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to
pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or
to reduce any fee payable hereunder;


 


(d)change
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each
Lender;


 


(e)change
any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender;


 


(f)release
all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of
each Lender; or


 


(g)release
all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release
of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative
Agent acting alone); or


 


(h)amend
the definition of “Alternative Currency” without the written consent of each Lender directly affected thereby;


 


and provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under


 




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this Agreement or any Issuer Document relating
to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed
by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this
Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.
Notwithstanding anything to the contrary herein, (A) no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders
or each affected Lender, or all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender, or all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender; (B) each Lender is entitled to vote as such
Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions
of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein
and (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of
a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 


Notwithstanding anything to the contrary
herein the Administrative Agent may, with the prior written consent of the Borrower only, amend, modify or supplement this Agreement
or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


		11.02	Notices; Effectiveness; Electronic Communications.



 


(a)Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 


(i)if to
the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number,
e-mail address or telephone number specified for such Person on Schedule 1.01(a); and


 


(ii)if
to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then
in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and
other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications
to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).


 




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(b)Electronic
Communications. Notices and other communications to the Administrative Agent, the Lenders, the Swingline Lender and the L/C
Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices
to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, Swingline Lender or the L/C Issuer,
as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree
to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement) and (ii) notices and other communications posted to an
Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address
or other written acknowledgement) indicating that such notice or communication is available and identifying the website address
therefor; provided that for both clauses (i) and (ii), if such notice or other communication is not sent during the normal
business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient.


 


(c)The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission
of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through
the Internet.


 


(d)Change
of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address,
fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent and
(ii) accurate wire


 




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instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen
of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance
procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities
laws.


 


(e)Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit
Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them
from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


		11.03	No Waiver; Cumulative Remedies; Enforcement.



 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and
provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall
not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline
Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender,
as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso
and


 




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subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.


 


		11.04	Expenses; Indemnity; Damage Waiver.



 


(a)Costs
and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection
with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section
3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability
related in any way to a Loan Party or any of its Subsidiaries (except to the extent such Environmental Liabilities (i) are incurred
following foreclosure by the Administrative Agent or following the Administrative Agent or any Lender having become the successor-in-interest
to any Loan Party or any of their Subsidiaries and (ii) are attributable to acts of such Indemnitee), or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of
Section


 




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3.01(c), this
Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim.


 


(c)Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline
Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim
asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that,
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C
Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).


 


(d)Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan
Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)Payments.
All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.


 


(f)Survival.
The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


 


		11.05	Payments Set Aside.



 


To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended


 




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to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each
Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations
of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


		11.06	Successors and Assigns.



 


(a)Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to
the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


(b)Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


 


(i)Minimum
Amounts.


 


(A)in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that
equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long


 




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as no Event
of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed).


 


(ii)Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned,
except that this clause (ii) shall not apply to the Swingline Lender’s rights and obligations in respect of Swingline
Loans.


 


(iii)Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice
thereof;


 


(B)the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with
respect to such Lender; and


 


(C)the
consent of the L/C Issuer and the Swingline Lender shall be required for any assignment.


 


(iv)Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural person).


 


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


 




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applicable assignee
and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire
(and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance
with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d)
of this Section.


 


(c)Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely
and directly with such Lender in connection with


 




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such Lender’s
rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 11.04(c) without regard to the existence of any participations.


 


Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations
therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e)
shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to
the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not
be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from
whom it acquired the applicable participation would have been entitled to receive. Each Lender that sells a participation agrees,
at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section
2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a fiduciary agent
of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent
(in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)Resignation
as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon
thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’
notice to the Borrower, resign as Swingline Lender. In


 




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the event of
any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such
successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America
resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender
provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant
to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender,
as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume
the obligations of Bank of America with respect to such Letters of Credit.


 


		11.07	Treatment of Certain Information; Confidentiality.



 


(a)Treatment
of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its Related Parties
(it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority
purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena
or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this
Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and
obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (B) any
actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be
made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis
to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder
or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer
and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders or (C) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities
provided hereunder, or (viii) with the consent of the Borrower or to the extent such Information (1) becomes publicly
available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes
of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than any


 




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such information
that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after
the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain
the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord
to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers
to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.


 


(b)Non-Public
Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may
include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed
compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public
information in accordance with applicable Law, including United States federal and state securities Laws.


 


(c)Press
Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public
disclosure (other than any document filed with any Governmental Authority relating to a public offering of any securities of any
Loan Party) using the name of the Administrative Agent or its Affiliates or referring to this Agreement or any of the Loan Documents
without the prior written consent of the Administrative Agent, except to the extent the Loan Parties or such Affiliate is required
to do so under applicable Law and then, only after consulting with the Administrative Agent.


 


(d)Customary
Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising
material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.


 


		11.08	Right of Setoff.



 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower
or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether
or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed
to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit
or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of
setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer


 




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and the Lenders, and
(b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the
L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights
of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application.


 


		11.09	Interest Rate Limitation.



 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


		11.10	Counterparts; Integration; Effectiveness.



 


This Agreement and
each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C
Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered
thereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing,
to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document,
upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed
counterpart.


 


		11.11	Survival of Representations and Warranties.



 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 




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		11.12	Severability.



 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability
of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good
faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed
to be in effect only to the extent not so limited.


 


		11.13	Replacement of Lenders.



 


If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01
and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);


 


(b)such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts);


 


(c)in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)such
assignment does not conflict with applicable Laws; and


 


(e)in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 




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		11.14	Governing Law; Jurisdiction; Etc.



 


(a)GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND
ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)SUBMISSION
TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION
OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


(c)WAIVER
OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN


 




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SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


		11.15	Waiver of Jury Trial.



 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


		11.16	Subordination.



 


Each Loan Party (a
“Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other
Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other
Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s
performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request,
any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance
received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the
Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating
Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the
Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan
Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall
be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request,
to the Administrative Agent.


 


		11.17	No Advisory or Fiduciary Responsibility.



 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative
Agent and any Affiliate thereof, the Arranger and the Lenders are arm’s-length commercial transactions between the Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates
(including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”),
on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory
and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(b) (i) the Administrative Agent and its Affiliates


 




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(including the Arranger)
and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their
respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any of its Affiliates (including the
Arranger) nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect
to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and
(c) the Administrative Agent and its Affiliates (including the Arranger) and the Lenders may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates,
and neither the Administrative Agent, any of its Affiliates (including the Arranger) nor any Lender has any obligation to disclose
any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted
by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative
Agent, any of its Affiliates (including the Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transactions contemplated hereby.


 


		11.18	Electronic Execution.



 


(a)The
words “delivery,” “execute,” “execution,” “signed,” “signature,” and
words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under
no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the Administrative
Agent, any electronic signature shall be promptly followed by such manually executed counterpart.


 


		11.19	USA PATRIOT Act Notice.



 


Each Lender that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower and the
Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation
and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable
“know your customer” and anti-money laundering rules and regulations, including the Act.


 


		11.20	Judgment Currency.



 


If, for the purposes
of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into
another currency, the rate of exchange used


 




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shall be that at which
in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The obligation of each Loan Party in respect of any such sum
due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment
in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that
on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be
so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such
Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally
due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees
to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law).


 


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


 


	BORROWER:	AFFYMETRIX, INC.	 
	 	 	 
	 	By: 	/s/ Frank Witney	 
	 	Name: 	Frank Witney	 
	 	Title: 	President and Chief Executive Officer	 
	 	 	 	 
	 	By: 	/s/ Gavin Wood	 
	 	Name: 	Gavin Wood	 
	 	Title:  	Executive Vice President and Chief Financial Officer
    	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	GUARANTORS:	EBIOSCIENCE, INC.	 
	 	 	 	 
	 	By: 	/s/ Gavin Wood	 
	 	Name: 	Gavin Wood	 
	 	Title:  	Vice President and CFO	 



 






    
CREDIT AGREEMENT (AFFYMETRIX)

Signature Page



     

    

	ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,	 
	 	as Administrative Agent	 
	 	 	 
	 	By:  	/s/ Tiffany Shin	 
	 	Name:  	Tiffany Shin	 
	 	Title:  	Assistsant Vice President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	LENDER(S):	BANK OF AMERICA, N.A.,	 
	 	as a Lender, L/C Issuer and Swingline Lender	 
	 	 	 
	 	By: 	/s/ John C. Plecque	 
	 	Name:  	John C. Plecque	 
	 	Title:  	Senior Vice President	 




 









    
CREDIT AGREEMENT (AFFYMETRIX)

Signature Page