Exhibit 10.22


 


EXECUTION VERSION


 


Confidential Materials Omitted and Filed
Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the
Securities Act of 1933, as amended. Confidential Portions are marked: [***]


 


 



 


AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


ANI PHARMACEUTICALS, INC.,


as Borrower,


 


CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER


FROM TIME TO TIME PARTY HERETO,


as Guarantors,


 


THE LENDERS PARTY HERETO,


 


and


 


CITIZENS BANK, N.A.,


as Administrative Agent


 


Dated as of December 27, 2018


 


CITIZENS BANK, N.A.,


as Lead Arranger and Bookrunner


 


THE HUNTINGTON NATIONAL BANK and


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,


as Joint Lead Arrangers, Joint Bookrunners
and Co-Syndication Agents


 


REGIONS BANK,


as Documentation Agent


 


 


 





 

 


 




     


    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	1
	Section 1.1	Defined Terms.	35
	Section 1.2	Other Definitional Provisions.	35
	Section 1.3	Accounting Terms.	35
	Section 1.4	Time References.	36
	Section 1.5	Execution of Documents.	36
	 	 	 
	Article II THE LOANS; AMOUNT AND TERMS	37
	Section 2.1	Revolving Loans.	37
	Section 2.2	Initial Term Loan; Delayed Draw Term Loans.	39
	Section 2.3	Letter of Credit Subfacility.	42
	Section 2.4	Swingline Loan Subfacility.	45
	Section 2.5	Fees.	47
	Section 2.6	Commitment Reductions.	48
	Section 2.7	Prepayments.	49
	Section 2.8	Default Rate and Payment Dates.	50
	Section 2.9	Conversion Options.	51
	Section 2.10	Computation of Interest and Fees; Usury.	52
	Section 2.11	Pro Rata Treatment and Payments.	53
	Section 2.12	Non-Receipt of Funds; Administrative Agent’s Clawback.	55
	Section 2.13	Inability to Determine Interest Rate.	56
	Section 2.14	Yield Protection.	56
	Section 2.15	Compensation for Losses.	58
	Section 2.16	Taxes.	58
	Section 2.17	Indemnification; Nature of Issuing Lender’s Duties.	62
	Section 2.18	Illegality.	63
	Section 2.19	Mitigation Obligations; Replacement of Lenders.	63
	Section 2.20	Cash Collateral.	64
	Section 2.21	Defaulting Lenders.	65
	Section 2.22	Incremental Facilities.	67
	Section 2.23	MIRE Events.	70
	 	 	 
	Article III REPRESENTATIONS AND WARRANTIES	70
	Section 3.1	Financial Condition.	70
	Section 3.2	No Material Adverse Effect; Internal Control Event.	71
	Section 3.3	Corporate Existence; Compliance with Law; Patriot Act Information.	71
	Section 3.4	Corporate Power; Authorization; Enforceable Obligations.	71
	Section 3.5	No Legal Bar; No Default.	72
	Section 3.6	No Material Litigation.	72
	Section 3.7	Investment Company Act; etc.	72
	Section 3.8	Margin Regulations.	72
	Section 3.9	ERISA.	73


 




    	i



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


	Section
    3.10	Environmental Matters.	73
	Section 3.11	Use of Proceeds.	74
	Section 3.12	Subsidiaries; Joint Ventures; Partnerships.	75
	Section 3.13	Ownership.	75
	Section 3.14	Consent; Governmental Authorizations.	75
	Section 3.15	Taxes.	75
	Section 3.16	Collateral Representations.	75
	Section 3.17	Solvency.	77
	Section 3.18	Compliance with FCPA.	77
	Section 3.19	No Burdensome Restrictions.	77
	Section 3.20	[Reserved].	77
	Section 3.21	Labor Matters.	77
	Section 3.22	Accuracy and Completeness of Information.	78
	Section 3.23	Material Contracts.	78
	Section 3.24	Insurance.	78
	Section 3.25	Security Documents.	78
	Section 3.26	Classification of Senior Indebtedness.	78
	Section 3.27	Anti-Terrorism Laws; OFAC Rules and Regulations.	79
	Section 3.28	Authorized Officer.	79
	Section 3.29	Flood Hazard Property.	79
	Section 3.30	[Reserved].	80
	Section 3.31	EEA Financial Institution.	80
	Section 3.32	Trade Relations.	80
	Section 3.33	Leases.	80
	Section 3.34	Health Care Laws and Permits.	80
	Section 3.35	Regulatory Matters.	81
	 	 	 
	Article IV CONDITIONS PRECEDENT	82
	Section 4.1	Conditions to Closing Date.	82
	Section 4.2	Conditions to All Extensions of Credit.	86
	 	 	 
	Article V AFFIRMATIVE COVENANTS	87
	Section 5.1	Financial Statements.	87
	Section 5.2	Certificates; Other Information.	88
	Section 5.3	Payment of Taxes and Other Obligations.	90
	Section 5.4	Conduct of Business and Maintenance of Existence.	90
	Section 5.5	Maintenance of Property; Insurance.	90
	Section 5.6	Maintenance of Books and Records.	91
	Section 5.7	Notices.	91
	Section 5.8	Environmental Laws.	92
	Section 5.9	Financial Covenants.	92
	Section 5.10	Additional Guarantors.	93
	Section 5.11	Compliance with Law.	94
	Section 5.12	Pledged Assets.	94
	Section 5.13	[Reserved].	94


 




    	ii



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


	Section
    5.14	Landlord Waivers.	95
	Section 5.15	Further Assurances and Post-Closing Covenants.	95
	Section 5.16	Use of Proceeds.	96
	 	 	 
	Article VI NEGATIVE COVENANTS	96
	Section 6.1	Indebtedness.	96
	Section 6.2	Liens.	98
	Section 6.3	Nature of Business.	100
	Section 6.4	Consolidation, Merger, Purchase and Sale of Assets, etc.	100
	Section 6.5	Advances, Investments and Loans.	102
	Section 6.6	Transactions with Affiliates.	103
	Section 6.7	Corporate Changes; Material Contracts.	103
	Section 6.8	Limitation on Restricted Actions.	103
	Section 6.9	Restricted Payments.	104
	Section 6.10	Sale Leasebacks.	104
	Section 6.11	No Further Negative Pledges.	105
	Section 6.12	Account Control Agreements; Additional Bank Accounts.	105
	Section 6.13	[Reserved].	105
	Section 6.14	Amendments to Subordinated Debt Documents.	105
	Section 6.15	Changes in Delaware Law.	105
	 	 	 
	Article VII EVENTS OF DEFAULT	106
	Section 7.1	Events of Default.	106
	Section 7.2	Acceleration; Remedies.	109
	 	 	 
	Article VIII THE ADMINISTRATIVE AGENT	109
	Section 8.1	Appointment and Authority.	109
	Section 8.2	Rights as a Lender.	110
	Section 8.3	Exculpatory Provisions.	110
	Section 8.4	Reliance by Administrative Agent.	111
	Section 8.5	Delegation of Duties.	111
	Section 8.6	Resignation of Administrative Agent.	111
	Section 8.7	Non-Reliance on Administrative Agent and Other Lenders.	112
	Section 8.8	No Other Duties, Etc.	113
	Section 8.9	Administrative Agent May File Proof of Claim.	113
	Section 8.10	Collateral and Guaranty Matters.	113
	Section 8.11	Notice of Default.	114
	Section 8.12	Indemnification.	114
	Section 8.13	Credit Bidding.	115
	 	 	 
	Article IX MISCELLANEOUS	115
	Section 9.1	Amendments, Waivers, Consents and Release of Collateral.	115
	Section 9.2	Notices.	118
	Section 9.3	No Waiver; Cumulative Remedies.	120
	Section 9.4	Survival of Representations and Warranties.	120
	Section 9.5	Payment of Expenses and Taxes; Indemnity.	120


 




    	iii



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


	Section
    9.6	Successors and Assigns; Participations.	122
	Section 9.7	Right of Set-off; Sharing of Payments.	126
	Section 9.8	Table of Contents and Section Headings.	127
	Section 9.9	Counterparts; Integration; Effectiveness; Electronic Execution.	127
	Section 9.10	Severability.	127
	Section 9.11	Integration.	127
	Section 9.12	Cashless Settlement.	128
	Section 9.13	Governing Law; Consent to Jurisdiction; Service of Process and Venue.	128
	Section 9.14	Treatment of Certain Information; Confidentiality.	129
	Section 9.15	Acknowledgments.	129
	Section 9.16	Waivers of Jury Trial.	130
	Section 9.17	Patriot Act Notice.	130
	Section 9.18	Resolution of Drafting Ambiguities.	130
	Section 9.19	Subordination of Intercompany Debt.	130
	Section 9.20	Continuing Agreement.	131
	Section 9.21	Press Releases and Related Matters.	131
	Section 9.22	Appointment of Borrower.	131
	Section 9.23	No Advisory or Fiduciary Responsibility.	132
	Section 9.24	Responsible Officers and Authorized Officers.	132
	Section 9.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions.	132
	Section 9.26	Certain ERISA Matters	133
	Section 9.27	Amendment and Restatement.	135
	 	 	 
	Article X GUARANTY	135
	Section 10.1	The Guaranty.	135
	Section 10.2	Bankruptcy.	136
	Section 10.3	Nature of Liability.	136
	Section 10.4	Independent Obligation.	136
	Section 10.5	Authorization.	137
	Section 10.6	Reliance.	137
	Section 10.7	Waiver.	137
	Section 10.8	Limitation on Enforcement.	138
	Section 10.9	Confirmation of Payment.	138
	Section 10.10	Eligible Contract Participant.	139
	Section 10.11	Keepwell.	139


 




    	iv



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


Schedules


	Schedule 1.1(a)	Investments
	Schedule 1.1(b)	Liens
	Schedule 2.1(a)	Lenders and Commitments
	Schedule 3.3	Patriot Act Information
	Schedule 3.6	Litigation
	Schedule 3.12	Subsidiaries
	Schedule 3.16(a)	Intellectual Property
	Schedule 3.16(b)	Documents, Instruments and Tangible Chattel Paper
	Schedule 3.16(c)	Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts, Uncertificated Investment Property
	Schedule 3.16(d)	Commercial Tort Claims
	Schedule 3.16(e)	Pledged Equity Interests
	Schedule 3.16(f)(i)	Mortgaged Properties
	Schedule 3.16(f)(ii)	Other Collateral Locations
	Schedule 3.23	Material Contracts
	Schedule 3.24	Insurance
	Schedule 3.28	Authorized Officers
	Schedule 3.33	Leases
	Schedule 5.15	Post-Closing Matters
	Schedule 6.1(b)	Indebtedness


 


Exhibits


	Exhibit 1.1(a)	Form of Account Designation Notice
	Exhibit 1.1(b)	Form of Assignment and Assumption
	Exhibit 1.1(c)	Form of Joinder Agreement
	Exhibit 1.1(d)	Form of Notice of Borrowing
	Exhibit 1.1(e)	Form of Notice of Conversion/Extension
	Exhibit 1.1(f)	Form of Permitted Acquisition Certificate
	Exhibit 1.1(g)	Form of Bank Product Provider Notice
	Exhibit 2.1(a)	Form of Funding Indemnity Letter
	Exhibit 2.1(e)	Form of Revolving Loan Note
	Exhibit 2.2(c)	Form of Initial Term Loan Note
	Exhibit 2.2(d)	Form of Delayed Draw Term Loan Note
	Exhibit 2.4(d)	Form of Swingline Loan Note
	Exhibit 2.16(a)	Form of U.S. Tax Compliance Certificate
	Exhibit 2.16(b)	Form of U.S. Tax Compliance Certificate
	Exhibit 2.16(c)	Form of U.S. Tax Compliance Certificate
	Exhibit 2.16(d)	Form of U.S. Tax Compliance Certificate
	Exhibit 4.1(b)	Form of Officer’s Certificate
	Exhibit 4.1(g)	Form of Solvency Certificate
	Exhibit 4.1(p)	Form of Financial Condition Certificate
	Exhibit 5.2(b)	Form of Officer’s Compliance Certificate


 




    	v



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


THIS AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of December 27, 2018, is by and among ANI PHARMACEUTICALS,
Inc., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders
(as hereinafter defined) and CITIZENS BANK, N.A., a national banking association, as administrative agent for the Lenders
hereunder (in such capacity, the “Administrative Agent”).


 


WITNESSETH:


 


WHEREAS, the
Credit Parties (as hereinafter defined) have requested that the Lenders make loans and other financial accommodations to the Credit
Parties, as more particularly described herein;


 


WHEREAS, the
Credit Parties and certain of the Lenders are parties to the Existing Credit Agreement (as hereinafter defined);


 


WHEREAS, the
Lenders and the Credit Parties have agreed to amend and restate the Existing Credit Agreement in its entirety as set forth in this
Agreement; and


 


WHEREAS, the
Lenders have agreed to make such loans and other financial accommodations to the Credit Parties on the terms and conditions contained
herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:


 


Article I


 


DEFINITIONS


 


Section
1.1             Defined Terms.


 


As used in this Agreement,
terms defined in the preamble to this Agreement have the meanings therein indicated, and the following terms have the following
meanings:


 


“Accessible
Borrowing Availability” shall mean, as of any date of determination, the amount that the Borrower is able to borrow on
such date under the Revolving Committed Amount without a Default or Event of Default occurring or existing after giving pro forma
effect to such borrowing.


 


“Account Designation
Notice” shall mean the Account Designation Notice dated as of the Closing Date from the Borrower to the Administrative
Agent in substantially the form attached hereto as Exhibit 1.1(a).


 


“Additional
Credit Party” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with
Section 5.10.


 


“Administrative
Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Agreement and shall
include any permitted successors in such capacity.


 




     


    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Agent Parties”
shall have the meaning set forth in Section 9.2(d)(ii).


 


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


 


“Agreement”
shall mean this Agreement, as amended, modified, extended, restated, replaced, or supplemented from time to time in accordance
with its terms.


 


“Alternate
Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the sum of (i) LIBOR (as determined pursuant
to the definition of LIBOR), for an Interest Period of one (1) month commencing on such day plus (ii) 1.00%, in each instance
as of such date of determination. For purposes hereof: “Prime Rate” shall mean, at any time, the rate of interest
per annum publicly announced or otherwise identified from time to time by Citizens at its principal office in Boston, Massachusetts
as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the
Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Citizens as its Prime Rate is an index or
base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds
Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive
in the absence of manifest error) (A) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above or (B)
that the Prime Rate or LIBOR no longer accurately reflects an accurate determination of the prevailing Prime Rate or LIBOR, the
Administrative Agent may select, after giving due consideration to the then prevailing market convention for determining a rate
of interest for syndicated loans in the U.S. market at such time by similarly situated administrative agents, a reasonably comparable
index or source to use as the basis for the Alternate Base Rate, until the circumstances giving rise to such inability no longer
exist. Any change in the Alternate Base Rate due to a change in any of the foregoing will become effective on the effective date
of such change in the Federal Funds Rate, the Prime Rate or LIBOR for an Interest Period of one (1) month. Notwithstanding anything
contained herein to the contrary, to the extent that the provisions of Section 2.13 shall be in effect in determining LIBOR pursuant
to clause (c) hereof, the Alternate Base Rate shall be the greater of (i) the Prime Rate in effect on such day and (ii) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. In no event shall the Alternate Base Rate be less than 0%.


 


“Alternate
Base Rate Loans” shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate.


 


“Anti-Terrorism
Law” shall mean any Requirement of Law related to money laundering or financing terrorism, including, without limitation,
(a) the Patriot Act, (b) The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”,
31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), (c) the Trading With the Enemy Act
(50 U.S.C. § 1 et seq., as amended) and (d) Executive Order 13224 (effective September 24, 2001).


 




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    Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]


    

 


“Applicable
Margin” shall mean, for any day, the rate per annum set forth below opposite the applicable level then in effect (based
on the Total Net Leverage Ratio), it being understood that the Applicable Margin for (a) Revolving Loans and Term Loans that
are Alternate Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (b) Revolving
Loans and Term Loans that are LIBOR Rate Loans shall be the percentage set forth under the column “LIBOR Margin & L/C
Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “LIBOR Margin & L/C
Fee”, (d) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee” and (e)
subject to the provisions of Section 2.5(e), the Delayed Draw Ticking Fee shall be the percentage set forth under the column
“Delayed Draw Ticking Fee”:


 


	Applicable
    Margin
	Level	Total Net

Leverage

Ratio	LIBOR Margin

& L/C Fee	Base Rate Margin	Commitment

Fee	Delayed Draw

Ticking Fee
	I	Greater than 3.50 to 1.00	2.75%	1.75%	0.500%	0.500%
	II	Greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00	2.50%	1.50%	0.450%	0.450%
	III	Greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00	2.25%	1.25%	0.400%	0.400%
	IV	Greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00	2.00%	1.00%	0.350%	0.350%
	V	Greater than 1.50 to 1.00 but less than or equal to 2.00 to 1.00	1.75%	0.75%	0.300%	0.300%
	VI	Less than or equal to 1.50 to 1.00	1.50%	0.50%	0.250%	0.250%


 




    3 


    Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]


    

 


The Applicable Margin
shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative
Agent has received from the Borrower the financial information and the certifications required to be delivered to the Administrative
Agent and the Lenders in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “Interest
Determination Date”). Such Applicable Margin shall be effective from such Interest Determination Date until the next
such Interest Determination Date. After the Closing Date, if the Credit Parties shall fail to provide the financial information
or certifications in accordance with the provisions of Sections 5.1(a), 5.1(b) and 5.2(b), the Applicable Margin shall, on the
date five (5) Business Days after the date by which the Credit Parties were so required to provide such financial information or
certifications to the Administrative Agent and the Lenders, be based on Level I until such time as such information or certifications
or corrected information or corrected certificates are provided, whereupon the Level shall be determined by the then current Total
Net Leverage Ratio. For purposes of the Applicable Margin, the Consolidated Funded Debt used to determine Total Net Leverage Ratio
shall also be net of amounts outstanding of the Existing Notes. Notwithstanding the foregoing, the initial Applicable Margins shall
be set at Level VI until the financial information and certificates required to be delivered pursuant to Section 5.1 and 5.2 for
the fiscal quarter ending December 31, 2018 have been delivered to the Administrative Agent, for distribution to the Lenders. In
the event that any financial statement or certification delivered pursuant to Sections 5.1 or 5.2 is shown to be inaccurate (regardless
of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than
the Applicable Margin applied for such Applicable Period, the Borrower shall immediately (a) deliver to the Administrative
Agent a corrected compliance certificate for such Applicable Period, (b) determine the Applicable Margin for such Applicable
Period based upon the corrected compliance certificate, and (c) promptly pay to the Administrative Agent for the benefit of
the Lenders the accrued additional interest and other fees owing as a result of such increased Applicable Margin for such Applicable
Period, which payment shall be promptly distributed by the Administrative Agent to the Lenders entitled thereto. It is acknowledged
and agreed that nothing contained herein shall limit the rights of the Administrative Agent and the Lenders under the Credit Documents,
including their rights under Sections 2.8 and 7.1.


 


“Applicable
Percentage” shall mean, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented
by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable
Percentage shall be determined based on the Revolving Commitments most recently in effect, giving effect to any assignments.


 


“Approved
Bank” shall have the meaning set forth in the definition of “Cash Equivalents.”


 


“Approved
Fund” shall mean 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”
shall mean Citizens.


 


“Asset Disposition”
shall mean the disposition of any or all of the assets (including, without limitation, the Equity Interests of a Subsidiary or
any ownership interest in a joint venture) of any Credit Party or any Subsidiary whether by sale, lease, transfer or otherwise,
in a single transaction or in a series of transactions. The term “Asset Disposition” shall not include (a) the
sale, lease, transfer or other disposition of assets permitted by Subsections 6.4(a)(i) through (v), or (b) any Equity
Issuance.


 


“Assignment
and Assumption” shall mean 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 9.6), and accepted by the Administrative Agent, in substantially the form
of Exhibit 1.1(b) or any other form approved by the Administrative Agent.


 


“Authorized
Officers” shall mean the Responsible Officers set forth on Schedule 3.28.


 




    4 


    Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]


    

 


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


 


“Bail-In Legislation”
shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Bank Product”
shall mean any of the following products, services or facilities extended to any Credit Party or any Subsidiary by any Bank Product
Provider: (a) Cash Management Services; (b) products under any Hedging Agreement; and (c) commercial credit card, purchase card
and merchant card services; provided, however, that for any of the foregoing to be included as “Credit Party
Obligations” for purposes of a distribution under Section 2.11(b), the applicable Bank Product Provider must have previously
provided a Bank Product Provider Notice to the Administrative Agent which shall indicate the existence of such Bank Product. Any
Bank Product established from and after the time that the Lenders have received written notice from the Company or the Administrative
Agent that an Event of Default exists, until such Event of Default has been waived in accordance with Section 9.1, shall not be
included as “Credit Party Obligations” for purposes of a distribution under Section 2.11(b).


 


“Bank Product
Debt” shall mean the Indebtedness and other obligations of any Credit Party or Subsidiary relating to Bank Products.


 


“Bank Product
Provider” shall mean any Person that provides Bank Products to a Credit Party or any Subsidiary to the extent that (a)
such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time
it entered into the Bank Product but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under this Agreement
or (b) such Person is a Lender or an Affiliate of a Lender on the Closing Date and the Bank Product was entered into on or prior
to the Closing Date (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender).


 


“Bank Product
Provider Notice” shall mean a notice substantially in the form of Exhibit 1.1(g).


 


“Bankruptcy
Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced
from time to time.


 


“Bankruptcy
Event” shall mean any of the events described in Section 7.1(f).


 


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


 


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


 


“Borrower”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Borrowing
Date” shall mean, in respect of any Loan, the date such Loan is made.


 


“Business”
shall have the meaning set forth in Section 3.10(c).


 




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“Business
Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts
or New York, New York are authorized or required by law to close; provided, however, that when used in connection
with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also
exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market.


 


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


 


“Capital Lease
Obligations” shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.


 


“Cash Collateralize”
shall mean to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit
of one or more of the Issuing Lenders or Lenders, as collateral for LOC Obligations or obligations of Lenders to fund participations
in respect of LOC Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Lender
shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory
to the Administrative Agent and each applicable Issuing Lender. “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”
shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency
or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than twelve months from the date of acquisition (“Government Obligations”),
(b) Dollar denominated time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit
of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any
bank whose short-term commercial paper rating at the time of the acquisition thereof is at least A-1 or the equivalent thereof
from S&P or from Moody’s is at least P-1 or the equivalent thereof from Moody’s (any such bank being an “Approved
Bank”), in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper
and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued
by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements with
a term of not more than thirty (30) days with a bank or trust company (including a Lender) or a recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America,
(e) obligations of any state of the United States or any political subdivision thereof for the payment of the principal and
redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal
and interest at times and in amounts sufficient to provide such payment, (f) money market accounts subject to Rule 2a-7 of
the Investment Company Act of 1940 (“Rule 2a-7”) which consist primarily of cash and cash equivalents set forth
in clauses (a) through (e) above and of which 95% shall at all times be comprised of First Tier Securities (as defined in Rule
2a-7) and any remaining amount shall at all times be comprised of Second Tier Securities (as defined in Rule 2a-7) and (g) shares
of any so-called “money market fund”; provided that such fund is registered under the Investment Company Act
of 1940, has net assets of at least $500,000,000 and has an investment portfolio with an average maturity of 365 days or less.


 


“Cash Management
Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in connection with operating,
collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement,
depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and
all other treasury and cash management services.


 




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“CFC”
shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.


 


“CFC Holding
Company” shall mean any Domestic Subsidiary with no material assets other than the Equity Interests in one or more CFCs.


 


“Change in
Law” shall mean 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” shall mean at any time the occurrence of any of the following events:


 


(a)          the
Borrower shall fail to own 100% of the Equity Interests of each Credit Party, except as otherwise permitted under the Credit Documents;


 


(b)          (i)
any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall
be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or indirectly, of thirty-five percent (35%) or more
of the then outstanding Voting Stock of the Borrower or (ii) any Person or two or more Persons acting in concert, shall have acquired
by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in
its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies
of the Borrower or control over the Voting Stock of the Borrower on a fully-diluted basis (and taking into account all such Voting
Stock that such Person or group has the right to acquire pursuant to any option right) representing thirty-five percent (35%) or
more of the then outstanding Voting Stock of the Borrower; or


 


(c)          there
shall have occurred under the Existing Notes any “Fundamental Change” (as defined in the Existing Notes Indenture).


 


“Citizens”
shall mean Citizens Bank, N.A., a national banking association, together with its permitted successors and/or assigns.


 


“Closing Date”
shall mean the date of this Agreement.


 


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


 




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“Collateral”
shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the Security Documents
and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that may from
time to time secure the Credit Party Obligations; provided that there shall be excluded from the Collateral (a) any
account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned
Person or Sanctioned Entity, (b) any lease in which the lessee is a Sanctioned Person or Sanctioned Entity and (c) property
described in Section 2(e) of the Security Agreement.


 


“Commitment”
shall mean the Revolving Commitments, the LOC Commitment, the Initial Term Loan Commitments, the Delayed Draw Term Loan Commitments,
and the Swingline Commitment, individually or collectively, as appropriate.


 


“Commitment
Fee” shall have the meaning set forth in Section 2.5(a).


 


“Commitment
Percentage” shall mean the Revolving Commitment Percentage and/or the Term Loan Commitment Percentage, as appropriate.


 


“Commitment
Period” shall mean (a) with respect to Revolving Loans and Swingline Loans, the period from and including the Closing
Date to but excluding the Maturity Date and (b) with respect to Letters of Credit, the period from and including the Closing
Date to but excluding the date that is thirty (30) days prior to the Maturity Date.


 


“Committed
Funded Exposure” shall mean, as to any Lender at any time, the aggregate principal amount at such time of its outstanding
Loans, LOC Obligations and Participation Interests at such time.


 


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


 


“Commonly
Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower
within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes the Borrower and which is treated as a single
employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 412 of the Code to the extent required
by such Section, Section 414(m) or 414(o) of the Code.


 


“Communications”
shall have the meaning set forth in Section 9.2(d)(ii).


 


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


 


“Consolidated”
shall mean, 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
Capital Expenditures” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period
ending on such date, all expenditures of the Credit Parties and their Subsidiaries on a Consolidated basis for such period in respect
of fixed or capital assets that in accordance with GAAP would be classified as capital expenditures, including, without limitation,
Capital Lease Obligations. The term “Consolidated Capital Expenditures” shall not include (a) any Permitted Acquisition,
(b) capital expenditures in respect of the reinvestment of proceeds from Extraordinary Receipts in accordance with the terms of
Section 2.7(b)(vi), (c) any Investment, or (d) any expenditures which are contractually required to be made and are reimbursed
to the Credit Party in cash by a third party, during the period of determination.


 




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“Consolidated
EBITDA” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending on such
date, without duplication, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted
in calculating Consolidated Net Income for such period: (i) Consolidated Interest Expense for such period, (ii) tax expense (including,
without limitation, any federal, state, local and foreign income and similar taxes) of the Credit Parties and their Subsidiaries
for such period, (iii) depreciation and amortization expense of the Credit Parties and their Subsidiaries for such period and,
to the extent they do not result in a cash charge or expense in any future period, any other non-cash charges and expenses, including
amortization of goodwill, debt issue costs and amortization under FAS Rule 123 for such period, (iv) fees and reasonable and documented
out-of-pocket expenses incurred in connection with the negotiation, execution and delivery on the Closing Date of the Credit Documents
and consummation on the Closing Date of the Transactions in an aggregate amount not to exceed $5,000,000 during any four (4) consecutive
fiscal quarter period, (v) non-recurring transaction costs, fees, expenses and charges incurred in connection with Permitted Acquisitions,
any other acquisitions, any Dispositions, any Equity Issuance or any issuance of Indebtedness (whether or not such transaction
was completed), in each case, permitted hereunder in an aggregate amount during any four (4) consecutive fiscal quarter period
not to exceed 5% of the Consolidated EBITDA in such period (calculated prior to giving pro forma effect to such amounts), (vi)
non-cash deductions or charges attributable to purchase accounting adjustments made in accordance with GAAP and taken in such period,
(vii) non-cash charges incurred during such period with respect to stock based compensation to employees and directors of the Credit
Parties, (viii) upfront cash payments in respect of any Hedging Agreement made in such period, (ix) in each case to the extent
calculated in good faith by the Credit Parties, (A) the amount of any non-recurring restructuring charge, reserve, integration
cost or other business optimization expense or cost that is deducted in such period, including charges directly related to implementation
of cost-savings initiatives (including, without limitation, severance, retention, signing bonuses, relocation, recruiting and other
employee related costs) and (B) any charges, costs or expenses incurred pursuant to launches of new products (but excluding any
research and development expenses), in each case in an aggregate amount during any four (4) consecutive fiscal quarter period not
to exceed 10% of the Consolidated EBITDA in such period (calculated prior to giving pro forma effect to such amounts), (x) any
provision for the reduction in carrying value of assets (including deferred Tax assets) recorded in accordance with GAAP, (xi)
any non-cash losses resulting from mark to market activity, (xii) extraordinary, unusual or non-recurring losses and (xiii) the
amount of any expenses, charges or losses for such period that are covered by indemnification or other reimbursement provisions
in connection with any Permitted Acquisition, any other acquisition, Investment, Restricted Payment, Equity Issuance, issuance
of Indebtedness or Disposition, in each case, permitted hereunder, so long as the Borrower has made a determination that a reasonable
basis exists for indemnification or reimbursement and such amount is actually reimbursed within 365 days of such date of determination
(it being understood that to the extent not actually received within such 365-day period, such proceeds shall be deducted in the
applicable future periods when calculating Consolidated EBITDA), minus (c) non-cash charges previously added back to Consolidated
Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period minus
(d) any other non-recurring, non-cash gains during such period (including, without limitation, (i) gains from the sale or exchange
of assets and (ii) gains from early extinguishment of Indebtedness or Hedging Agreements of the Credit Parties and their Subsidiaries).


 


“Consolidated
Funded Debt” shall mean, as of any date of determination, Funded Debt of the Credit Parties and their Subsidiaries on
a Consolidated basis.


 




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“Consolidated
Interest Expense” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending
on such date, all interest expense (excluding amortization of debt discount and premium, but including the interest component under
Capital Leases and synthetic leases, tax retention operating leases, off-balance sheet loans and similar off-balance sheet financing
products) for such period of the Credit Parties and their Subsidiaries on a Consolidated basis, excluding any interest paid or
payable with respect to discontinued operations and any upfront fees in connection with the issuance or amendment of Indebtedness
and any agent fees and expenses in connection with the issuance or amendment of any Indebtedness.


 


“Consolidated
Net Income” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending on
such date, the net income (excluding (a) extraordinary losses and gains, (b) all non-cash income, (c) interest income, (d)
tax credits, rebates and other benefits and (e) income received from joint venture investments to the extent not received in cash)
of the Credit Parties and their Subsidiaries on a Consolidated basis for such period, all as determined in accordance with GAAP.


 


“Contingent
Payments” shall mean additional consideration to be paid by any Credit Party or its Subsidiary for any Registration that
has been previously acquired or that may be acquired by any such Person, in each case, in accordance with the terms of this Agreement,
that is payable out of a portion of net sales, net profits or other sales-based milestone with respect to the acquired Registration;
provided that the foregoing shall not include any royalty payments or obligations.


 


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


 


“Control”
shall mean 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” shall have meanings correlative thereto.


 


“Controlled
Account” shall mean each deposit account and securities account that is subject to an account control agreement in form
and substance satisfactory to the Administrative Agent and each applicable Issuing Lender.


 


“Copyright
Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under
any Copyright.


 


“Copyrights”
shall mean all copyrights in all Works, all registrations and recordings thereof, and all applications in connection therewith,
including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar
office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise
and all renewals thereof.


 


“Credit Documents”
shall mean this Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, LOC Documents and the Security Documents
and all other agreements, documents, certificates and instruments delivered to the Administrative Agent or any Lender by any Credit
Party in connection therewith (other than any agreement, document, certificate or instrument related to a Bank Product).


 




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“Credit Party”
shall mean any of the Borrower or the Guarantors.


 


“Credit Party
Obligations” shall mean, without duplication, (a) the Obligations and (b) for purposes of the Guaranty, the
Security Documents and all provisions under the other Credit Documents relating to the Collateral, the sharing thereof and/or payments
from proceeds of the Collateral, all Bank Product Debt, but in all cases excluding Excluded Swap Obligations.


 


“DDTL Account”
shall mean a lockbox account of the Borrower subject to a Deposit Account Control Agreement and containing the proceeds of any
drawn portion of the Delayed Draw Term Loans.


 


“Debt Issuance”
shall mean the issuance of any Indebtedness by any Credit Party or any of its Subsidiaries (excluding any Equity Issuance or any
Indebtedness of any Credit Party and its Subsidiaries permitted to be incurred hereunder).


 


“Debtor Relief
Laws” shall mean the Bankruptcy Code 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”
shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.


 


“Default Rate”
shall mean (a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal to (i) for
Alternate Base Rate Loans (A) the Alternate Base Rate plus (B) the Applicable Margin applicable to Alternate Base
Rate Loans plus (C) 2.00% per annum and (ii) for LIBOR Rate Loans, (A) the LIBOR Rate plus (B) the
Applicable Margin applicable to LIBOR Rate Loans plus (C) 2.00% per annum, (b) when used with respect to Letter
of Credit Fees, a rate equal to the Applicable Margin applicable to Letter of Credit Fees plus 2.00% per annum and (c) when
used with respect to any other fee or amount due hereunder, a rate equal to (A) the Alternate Base Rate plus (B) the Applicable
Margin applicable to Alternate Base Rate Loans plus (C) 2.00% per annum.


 


“Defaulting
Lender” shall mean, subject to Section 2.21(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, any Issuing Lender, any 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 or any Issuing Lender or 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 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, (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 or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made
with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender,
each Swingline Lender and each Lender.


 




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“Delayed Draw
Availability Period” shall mean the period from the Closing Date until December 1, 2019.


 


“Delayed Draw
Funding Date” shall mean the date on which any portion of the Delayed Draw Term Loans is funded to the Borrower (or its
designee) in accordance with Section 2.2(b)(ii)(B).


 


“Delayed Draw
Term Loans” shall have the meaning set forth in Section 2.2(b).


 


“Delayed Draw
Term Loan Commitment Percentage” shall mean, for any Delayed Draw Term Loan Lender, the percentage identified as its
Delayed Draw Term Loan Commitment Percentage on Schedule 2.1(a), or in the Assignment and Assumption pursuant to which such Lender
became a Lender hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions
of Section 9.6(b).


 


“Delayed Draw
Term Loan Committed Amount” shall have the meaning set forth in Section 2.2(b).


 


“Delayed Draw Term Loan Facility”
shall have the meaning set forth in Section 2.2(b).


 


“Delayed Draw
Term Loan Lender” shall mean a Lender holding a Delayed Draw Term Loan Commitment or a portion of the outstanding Delayed
Draw Term Loans.


 


“Delayed Draw
Ticking Fee” shall have the meaning set forth in Section 2.5(e).


 


“Deposit Account
Control Agreement” shall mean an agreement, among a Credit Party, a depository institution, and the Administrative Agent,
which agreement is in a form 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) described therein, as the same may be amended, modified,
extended, restated, replaced, or supplemented from time to time.


 




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“Disposition”
shall have the meaning set forth in Section 6.4.


 


“Dollars”
and “$” shall mean dollars in lawful currency of the United States of America.


 


“Domestic
Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office
shown in such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may
from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate
Loans of such Lender are to be made.


 


“Domestic
Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state
or commonwealth thereof or under the laws of the District of Columbia.


 


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


 


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


 


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


 


“Eligible
Assignee” shall mean any Person that meets the requirements to be an assignee under Sections 9.6(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section 9.6(b)(iii)).


 


“Engagement
Letter” shall mean the letter agreement dated December 5, 2018, addressed to the Borrower from Citizens, as amended,
modified, extended, restated, replaced, or supplemented from time to time.


 


“Environmental
Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common
law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment,
as now or may at any time be in effect during the term of this Agreement.


 


“Equity Interests”
shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case
of a partnership, partnership interests (whether general, preferred or limited), (d) in the case of a limited liability company,
membership interests and (e) any other interest or participation that confers or could confer on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person, without limitation, options, warrants
and any other “equity security” as defined in Rule 3a11-1 of the Exchange Act.


 




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“Equity Issuance”
shall mean any issuance by any Credit Party or any Subsidiary to any Person which is not a Credit Party or a Subsidiary of (a) shares
or interests of its Equity Interests, (b) its Equity Interests pursuant to the exercise of options or warrants or similar
rights, (c) any shares or interests of its Equity Interests pursuant to the conversion of any debt securities to equity or
(d) warrants or options or similar rights that are exercisable or convertible into shares or interests of its Equity Interests.
The term “Equity Issuance” shall not include (i) any Equity Interests issued as consideration for a Permitted
Acquisition for which there are no net cash proceeds, (ii) any Disposition or (iii) any Debt Issuance.


 


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


 


“ERISA Plan”
shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in respect of
which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069
of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


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


 


“Eurodollar
Reserve Percentage” shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary,
to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental
or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time
to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.


 


“Event of
Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement
for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Excluded
Domestic Subsidiary” shall mean any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign
Subsidiary or (b) a CFC Holding Company.


 


“Excluded
Foreign Subsidiary” shall mean a Foreign Subsidiary which is (a) a CFC, (b) owned by a CFC or (c) all or substantially
all of whose assets consist of Equity Interests of a CFC, in each case that has not guaranteed or pledged any of its assets to
secure, or with respect to which there shall not have been pledged 65% or more of the Voting Stock to secure, any Indebtedness
(other than the Loans) of a Credit Party or any other Subsidiary of the Borrower which is a United States person within the meaning
of Section 7701(a)(30) of the Code.


 


“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 security interest to secure, such Swap Obligation (or
any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes
illegal.


 




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“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.16, 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 2.16(g) and (d) any U.S. federal withholding Taxes imposed
under FATCA.


 


“Existing
Credit Agreement” shall mean that certain Credit Agreement dated as of December 29, 2017 by and among the Borrower, the
Guarantors, the lenders named therein and Citizens, as administrative agent for the lenders, as amended by that certain First Amendment
to Credit Agreement dated as of February 5, 2018, that certain Second Amendment and Waiver to Credit Agreement dated as of April
9, 2018 and that certain Second Waiver to Credit Agreement dated as of August 3, 2018.


 


“Existing
Facilities” shall have the meaning set forth in Section 2.22(c).


 


“Existing
Notes” shall mean the 3.00% Convertible Senior Notes due 2019 in the aggregate principal amount of $143,750,000 issued
pursuant to the Existing Notes Indenture.


 


“Existing
Notes Condition” shall mean, as of any date, (a) (i) after giving effect to the Delayed Draw Term Loan Facility as if
fully drawn on a Pro Forma Basis, the Borrower shall demonstrate that as of such date, the Total Net Leverage Ratio shall not be
greater than 3.75 to 1.00, (ii) Liquidity is no less than [***] and (iii) no Default or Event of Default has occurred and is continuing,
(b) the outstanding aggregate principal and interest amount of the Existing Notes as of such date is no greater than[***], or (c)
the Existing Notes have been refinanced in full with Permitted Refinancing Indebtedness.


 


“Existing
Notes Indenture” shall mean the Indenture, dated as of December 10, 2014 between the Borrower and The Bank of New York
Mellon, as trustee, and as supplemented by the First Supplemental Indenture.


 


“Extension
of Credit” shall mean, as to any Lender, the making of a Loan by such Lender, any conversion of a Loan from one Type
to another Type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Letter of Credit or
Swingline Loan by such Lender.


 




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“Extraordinary
Receipt” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course of business,
including Recovery Events, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance
to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity
payments (except indemnity payments reimbursing a Credit Party for out of pocket expenses) and any purchase price adjustments (except
standard net working capital adjustments); provided, however, that an Extraordinary Receipt shall not include indemnity
payments to the extent that payments are received by any Person in respect of any third party claim against such Person and applied
to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect
thereto.


 


“FATCA”
shall mean 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 agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


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


 


“Federal Funds
Effective Rate” shall have the meaning set forth in the definition of “Alternate Base Rate”.


 


“Fixed Charge
Coverage Ratio” shall mean, as of any date of determination, for the Credit Parties and their Subsidiaries on a Consolidated
basis, the ratio of (a) Consolidated EBITDA for the four (4) consecutive fiscal quarters ending on such date minus Consolidated
Capital Expenditures made during the four (4) consecutive fiscal quarter period ending on such date and not financed with Funded
Debt minus dividends, distributions, stock repurchases and redemptions and repayments of Indebtedness made pursuant to Section
6.9, in each case paid in cash, during the four (4) consecutive fiscal quarter period ending on such date minus all cash
income taxes paid during the four (4) consecutive fiscal quarter period ending on such date to (b) the sum of (i) Consolidated
Interest Expense paid or payable in cash during the four (4) consecutive fiscal quarter period ending on such date, (ii) Scheduled
Funded Debt Payments made (or required (as of the Closing Date) to be made) during the four (4) consecutive fiscal quarter period
ending on such date (including the principal component of payments due on Capital Leases) as such Scheduled Funded Debt Payments
are reduced by prepayments of Funded Debt solely to the extent such prepayments were applied to ratably reduce the scheduled amortization
of such Funded Debt, if applicable and (iii) except to the extent previously deducted in calculating Consolidated Net Income or
Consolidated EBITDA, Contingent Payments made during the four (4) consecutive fiscal quarter period ending on such date.


 


“Flood Hazard
Property” shall mean any Mortgaged Property that is in an area designated by the Federal Emergency Management Agency
as having special flood or mudslide hazards.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and
(iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 




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“Foreign Lender”
shall mean (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.


 


“Foreign Subsidiary”
shall mean any Subsidiary that either (i) is not a Domestic Subsidiary or (ii) is a CFC Holding Company.


 


“Fronting
Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting
Lender’s Applicable Percentage of the outstanding LOC Obligations with respect to Letters of Credit issued by such Issuing
Lender other than LOC 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 any Swingline Lender, such Defaulting
Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as
to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.


 


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


 


“Funded Debt”
shall mean, with respect to any Person, without duplication, all Indebtedness of such Person (other than Indebtedness set forth
in clauses (e), (i), (m) (to the extent non-recourse to such Person) and (n) of such definition).


 


“GAAP”
shall mean generally accepted accounting principles in effect in the United States of America (or, in the case of Foreign Subsidiaries
with significant operations outside the United States of America, generally accepted accounting principles in effect from time
to time in their respective jurisdictions of organization or formation) applied on a consistent basis, subject, however,
in the case of determination of compliance with the financial covenants set out in Section 5.9 to the provisions of Section 1.3.


 


“Government
Acts” shall have the meaning set forth in Section 2.17.


 


“Government
Obligations” shall have the meaning set forth in the definition of “Cash Equivalents.”


 


“Governmental
Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“Guarantor”
shall mean the Domestic Subsidiaries of the Borrower that are, or may from time to time become, parties to this Agreement.


 


“Guaranty”
shall mean the guaranty of the Guarantors set forth in Article X.


 




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


 


“Health Care
Laws” shall mean the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Anti-Inducement Law (42 U.S.C.
§ 1320a-7a(a)(5)), 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 civil monetary penalty laws (42 U.S.C. § 1320a-7a), the federal Food, Drug & Cosmetic
Act (21 U.S.C. §§ 301 et seq.), the federal Controlled Substances Act (21 U.S.C. § 801 et seq.), HIPAA, the Medicaid
Drug Rebate Program (42 U.S.C. § 1396r-8), Medicare average sales price reporting (42 U.S.C. § 1395w-3a), the Public
Health Service Act (42 U.S.C. § 256b), the federal TRICARE program (10 U.S.C. §1071 et seq.), the VA Federal Supply
Schedule (38 U.S.C. § 8126), and the regulations promulgated pursuant to such laws, each as amended from time to time.


 


“Hedging Agreements”
shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates,
or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar
arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements,
commodity purchase or option agreements or other interest or exchange rate hedging agreements.


 


“Included
Products” shall mean any and all drug products that, as of the Closing Date, the Borrower or any of the Subsidiaries
sells, offers for sale, imports, promotes, markets, distributes or otherwise commercializes (or possesses the rights to sell,
offer for sale, import, promote, market, distribute or otherwise commercialize) anywhere.


 


“Incremental
Facility Increase Amount” shall have the meaning set forth in Section 2.22(f).


 


“Incremental
Term Facility” shall have the meaning set forth in Section 2.22.


 



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“Indebtedness”
shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily
made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased
by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person incurred, issued
or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the
ordinary course of business) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or
payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the
principal portion of all Capital Lease Obligations plus any accrued interest thereon, (i) all net obligations of such
Person under Hedging Agreements, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities
created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all
preferred Equity Interests issued by such Person and which by the terms thereof could be (at the request of the holders thereof
or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the principal balance outstanding
under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product
plus any accrued interest thereon, (m) all obligations of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer and (n) obligations of such Person under non-compete agreements to the
extent such obligations are quantifiable contingent obligations of such Person under GAAP principles.


 


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


 


“Indemnitee”
shall have the meaning set forth in Section 9.5(b).


 


“Information”
shall have the meaning set forth in Section 9.14.


 


“Information
Materials” shall have the meaning set forth in Section 5.15(a).


 


“Initial Term
Loan” shall have the meaning set forth in Section 2.2(a).


 


“Initial Term
Loan Commitment” shall mean, with respect to each Initial Term Loan Lender, the commitment of such Initial Term Loan
Lender to make its portion of the Initial Term Loan in a principal amount equal to such Initial Term Loan Lender’s Term Loan
Commitment Percentage of the Initial Term Loan Committed Amount.


 


“Initial Term
Loan Commitment Percentage” shall mean, for any Initial Term Loan Lender, the percentage identified as its Initial Term
Loan Commitment Percentage on Schedule 2.1(a), or in the Assignment and Assumption pursuant to which such Lender became
a Lender hereunder, as such percentage may be modified in connection with any assignment made in accordance with the provisions
of Section 9.6(b).


 


“Initial Term
Loan Committed Amount” shall have the meaning set forth in Section 2.2(a).


 


“Initial Term Loan Facility”
shall have the meaning set forth in Section 2.2(a).


 


“Initial Term
Loan Lender” shall mean a Lender holding an Initial Term Loan Commitment or a portion of the outstanding of the Initial
Term Loan.


 


“Insolvency”
shall mean, with respect to any Multiemployer Plan, the condition that such ERISA Plan is insolvent within the meaning of such
term as used in Section 4245 of ERISA.


 




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“Intellectual
Property” shall mean, collectively, all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark
Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement
thereof.


 


“Intercompany
Debt” shall have the meaning set forth in Section 9.19.


 


“Interest
Determination Date” shall have the meaning specified in the definition of “Applicable Margin”.


 


“Interest
Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the last Business Day of each March, June, September
and December and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months
or less, the last day of such Interest Period, (c) as to any LIBOR Rate Loan having an Interest Period longer than three months,
(i) each three (3) month anniversary following the first day of such Interest Period and (ii) the last day of such Interest
Period and (d) as to any Loan which is the subject of a mandatory prepayment required pursuant to Section 2.7(b), the date
on which such mandatory prepayment is due.


 


“Interest
Period” shall mean, with respect to any LIBOR Rate Loan,


 


(a)          initially,
the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending
one, two, three or six months thereafter (or twelve months thereafter, subject to availability to all applicable Lenders), as selected
by the Borrower in the Notice of Borrowing or Notice of Conversion/Extension given with respect thereto; and


 


(b)          thereafter,
each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending
one, two, three, six, or twelve months thereafter, subject to availability to all applicable Lenders, as selected by the Borrower
by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest
Period with respect thereto; provided that the foregoing provisions are subject to the following:


 


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


 


(ii)         any
Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business
Day of the relevant calendar month;


 


(iii)        if
the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate
Loan to replace the affected LIBOR Rate Loan;


 




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(iv)        no
Interest Period in respect of any Loan shall extend beyond the applicable Maturity Date and, further with regard to the Term Loan,
no Interest Period shall extend beyond any principal amortization payment date with respect to such Term Loan unless the portion
of such Term Loan consisting of Alternate Base Rate Loans together with the portion of such Term Loan consisting of LIBOR Rate
Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is due, is
at least equal to the amount of such principal amortization payment due on such date; and


 


(v)         no
more than six (6) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest
Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date and have the same duration,
although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing
Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.


 


“Internal
Control Event” shall mean a material weakness in, or fraud that involves management or other employees who have a significant
role in, any Credit Party’s internal controls over financial reporting, in each case as described in the Securities Laws.


 


“Investment”
shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise)
of Equity Interests, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially
all of the assets of any Person, (b) any deposit with, or advance, loan or other extension of credit to, any Person (other
than deposits made in the ordinary course of business) or (c) any other capital contribution to or investment in any Person,
including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person)
incurred for the benefit of such Person.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Issuing Lender”
shall mean Citizens, in its capacity as issuer of Letters of Credit hereunder, or such other Lender as designated by the Borrower
and approved by the Administrative Agent; provided that such Lender has agreed to be an Issuing Lender, together with any
permitted successor thereto.


 


“Issuing Lender
Fees” shall have the meaning set forth in Section 2.5(c).


 


“Joinder Agreement”
shall mean a Joinder Agreement in substantially the form of Exhibit 1.1(c), executed and delivered by an Additional Credit
Party in accordance with the provisions of Section 5.10.


 


“Lenders”
shall mean the Persons listed on Schedule 2.1(a) and any other Person that shall have become party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context requires otherwise, the term “Lenders” includes the Swingline Lenders.


 


“Letter of
Credit” shall mean any letter of credit issued by the Issuing Lender pursuant to the terms hereof, as such letter
of credit may be amended, modified, restated, extended, renewed, increased, replaced or supplemented from time to time in accordance
with the terms of this Agreement.


 


“Letter of
Credit Facing Fee” shall have the meaning set forth in Section 2.5(c).


 


“Letter of
Credit Fee” shall have the meaning set forth in Section 2.5(b).


 




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“LIBOR”
shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time), on the date that is two (2) Business Days prior to the commencement of such Interest
Period by reference to the rate set by ICE Benchmark Administration for deposits in Dollars (as set forth by any service selected
by the Administrative Agent that has been nominated by ICE Benchmark Administration as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period; provided, however, that, to the extent that
an interest rate is not ascertainable pursuant to the foregoing provisions of this definition (other than as a result of LIBOR
(or the publishing of LIBOR) being discontinued), “LIBOR” shall be the interest rate per annum determined by the Administrative
Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major
banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on
the date that is two (2) Business Days prior to the beginning of such Interest Period. If such day is not a Business Day, LIBOR
shall be determined on the next preceding day which is a Business Day. If the LIBOR rate (or the publishing thereof) is discontinued
at any time, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend this definition to provide
for a reference rate to replace LIBOR (subject to the approval of the Required Lenders); provided that until such alternative
reference rate is agreed, the Administrative Agent may, in its reasonable discretion and after giving due consideration to the
then prevailing market convention for determining a rate of interest for syndicated loans in the U.S. market at such time by similarly
situated administrative agents, use an alternative method to select a rate calculated by the Administrative Agent to adequately
and fairly reflect the cost to the Lenders of funding Loans hereunder. Notwithstanding the foregoing, for purposes of this Agreement,
LIBOR shall in no event be less than 0% at any time.


 


If the U.K. Financial
Conduct Authority has implemented a policy that LIBOR (or any component thereof) is no longer to be permitted to be a benchmark
rate then the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith to enter into an amendment
to this Agreement to agree to an alternative benchmark rate.


 


“LIBOR Lending
Office” shall mean, initially, the office(s) of each Lender designated as such Lender’s LIBOR Lending Office in
such Lender’s Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may from time
to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such
Lender are to be made.


 


“LIBOR Rate”
shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:


 


	LIBOR Rate =	 	LIBOR	 
	 	1.0 - Eurodollar Reserve Percentage	 


 


“LIBOR Rate
Loan” shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate.


 


“LIBOR Tranche”
shall mean the collective reference to LIBOR Rate Loans whose Interest Periods begin and end on the same day.


 




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“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, (a) any conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing and (b) the filing of, or the agreement to give, any UCC financing
statement).


 


“Liquidity” shall mean
the aggregate amount of (a) Unrestricted Cash plus (b) Accessible Borrowing Availability.


 


“Loan”
shall mean a Revolving Loan, an Initial Term Loan, a Delayed Draw Term Loan, a Swingline Loan and/or an Incremental Term Facility,
as appropriate.


 


“LOC Commitment”
shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Revolving Lender, the commitment
of such Revolving Lender to purchase Participation Interests in the Letters of Credit up to such Lender’s LOC Commitment
as specified in Schedule 2.1(a), or in the Assignment and Assumption pursuant to which such Lender became a Lender hereunder,
as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b),
as such amount may be reduced from time to time in accordance with the provisions hereof.


 


“LOC Committed
Amount” shall have the meaning set forth in Section 2.3(a).


 


“LOC Documents”
shall mean, with respect to each Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application
or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned
or (b) any collateral for such obligations.


 


“LOC Obligations”
shall mean, at any time, the sum of (a) the maximum amount which is, or at any time thereafter may become, available to be
drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters
of Credit plus (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not
theretofore reimbursed.


 


“Mandatory
LOC Borrowing” shall have the meaning set forth in Section 2.3(e).


 


“Mandatory
Swingline Borrowing” shall have the meaning set forth in Section 2.4(b)(ii).


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, assets, condition
(financial or otherwise) or liabilities (actual or contingent) of the Borrower or of the Credit Parties and their Subsidiaries
taken as a whole, (b) the ability of the Borrower, individually, or the Guarantors, taken as a whole, to perform its or their
obligations, as applicable, when such obligations are required to be performed, under this Agreement, any of the Notes or any other
Credit Document or (c) the validity or enforceability of this Agreement, any of the Notes or any of the other Credit Documents,
the Administrative Agent’s Liens (for the benefit of the Secured Parties) on the Collateral or the priority of such Liens
or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.


 




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“Material
Contract” shall mean (a) any contract or other agreement listed on Schedule 3.23, (b) any contract
or other agreement, written or oral, of the Credit Parties or any of their Subsidiaries involving monetary liability of or to any
such Person in an amount in excess of $10,000,000 per annum, (c) any contract or other agreement, written or oral, of the
Credit Parties or any of their Subsidiaries representing at least $10,000,000 of the total Consolidated revenues of the Credit
Parties and their Subsidiaries for any fiscal year and (d) any other contract, agreement, permit or license, written or oral,
of the Credit Parties or any of their Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by
any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


“Materials
of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or petroleum
products or any pollutants, contaminants, hazardous or toxic substances, materials or wastes, defined or regulated as such in or
under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde
insulation.


 


“Maturity
Date” shall mean the earlier of (a) the date that is five (5) years following the Closing Date or (b) August 30, 2019,
unless one or more of the Existing Notes Conditions has occurred by such date; provided, however, if such date is
not a Business Day, the Maturity Date shall be the preceding Business Day.


 


“Minimum Collateral
Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances,
an amount equal to 105% of the Fronting Exposure of all Issuing Lenders with respect to Letters of Credit issued and outstanding
at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Lenders in their sole discretion


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Mortgage
Instrument” shall mean any mortgage, deed of trust or deed to secure debt executed by a Credit Party in favor of the
Administrative Agent, for the benefit of the Secured Parties, as the same may be amended, modified, extended, restated, replaced,
or supplemented from time to time.


 


“Mortgaged
Property” shall mean any owned real property of a Credit Party listed on Schedule 3.16(f)(i) and any other
owned real property of a Credit Party that is or will become encumbered by a Mortgage Instrument in favor of the Administrative
Agent in accordance with the terms of this Agreement.


 


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


 


“Net Cash
Proceeds” shall mean the aggregate cash proceeds received by any Credit Party or any Subsidiary in respect of any Asset
Disposition, Equity Issuance, Debt Issuance or Extraordinary Receipt, net of (a) reasonable and customary direct costs (including,
without limitation, legal, accounting and investment banking fees, underwriting discounts, principal, interest and prepayment or
penalty amounts of any Indebtedness that is secured by applicable assets and that is required to be repaid and sales commissions)
associated therewith and paid to Persons who are not Credit Parties or their Affiliates, (b) amounts held in escrow to be
applied as part of the purchase price of any Asset Disposition, (c) taxes paid or reasonably estimated to be payable as a
result thereof and (d) amounts retained by or paid to parties having superior rights to such proceeds; it being understood that
“Net Cash Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received by any Credit Party or any Subsidiary in any Asset Disposition, Debt Issuance or Extraordinary
Receipt and any cash released from escrow as part of the purchase price in connection with any Asset Disposition, to the extent
not used to replace any asset, as permitted herein.


 




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“Non-Consenting
Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all or all affected Lenders in accordance with the terms of Section 9.1 and (b) has been approved by the Required Lenders.


 


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


 


“Note”
or “Notes” shall mean the Revolving Loan Notes, the Term Loan Notes and/or the Swingline Loan Note, collectively,
separately or individually, as appropriate.


 


“Notice of
Borrowing” shall mean a request for a Revolving Loan borrowing pursuant to Section 2.1(b)(i), an Initial
Term Loan borrowing pursuant to Section 2.2(a), a Delayed Draw Term Loan borrowing pursuant to Section 2.2(b), a
Swingline Loan borrowing pursuant to Section 2.4(b)(i) or an Incremental Term Facility borrowing or Revolving Facility Increase,
as applicable, pursuant to Section 2.22, as appropriate. A Form of Notice of Borrowing is attached as Exhibit 1.1(d).


 


“Notice of
Conversion/Extension” shall mean the written notice of conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan
or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form
of Exhibit 1.1(e).


 


“Obligations”
shall mean, collectively, all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders (including
the Issuing Lender) and the Administrative Agent, whenever arising, under this Agreement, the Notes or any of the other Credit
Documents, including principal, interest, fees, costs, charges, expenses, professional fees, reimbursements, all sums chargeable
to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not evidenced by a note or other
instrument and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence
of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such
interest is an allowed claim under the Bankruptcy Code). In no event shall the Obligations include any Excluded Swap Obligations.


 


“OFAC”
shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“OID”
shall have the meaning set forth in Section 2.22(c).


 


“Operating
Lease” shall mean, as applied to any Person, any lease (including, without limitation, leases which may be terminated
by the lessee at any time) of any property (whether real, personal or mixed) which is not a Capital Lease other than any such lease
in which that Person is the lessor.


 


“Other Connection
Taxes” shall mean, 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 Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 




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“Other Parties”
shall have the meaning set forth in Section 10.7(c).


 


“Other Taxes”
shall mean 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 Credit Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Participant”
shall have the meaning specified in Section 9.6(d).


 


“Participant
Register” shall have the meaning specified in Section 9.6(d).


 


“Participation
Interest” shall mean a participation interest purchased by a Revolving Lender in LOC Obligations as provided in Section
2.3(c) and in Swingline Loans as provided in Section 2.4.


 


“Patent Licenses”
shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or
sell any invention covered by a Patent.


 


“Patents”
shall mean (a) all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement
patents, reissues, reexaminations, patents of additions, renewals and extensions thereof and (b) all applications for letters
patent of the United States or any other country and all provisionals, divisions, continuations and continuations-in-part and substitutes
thereof.


 


“Patriot Act”
shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time
to time.


 


“Payment Event
of Default” shall mean an Event of Default specified in Section 7.1(a).


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.


 


“Permit”
shall mean, with respect to any Person, any permit, approval, consent, clearance, authorization, license, registration, accreditation,
certificate, certification, certificate of need, concession, grant, franchise, variance or permission from, and any other contractual
obligation with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon
such Person or any of its property or Products or to which such Person or any of its property or Products is subject, including
without limitation all Registrations and all Health Care Laws.


 


“Permitted
Acquisition” shall mean an acquisition or any series of related acquisitions by a Credit Party of (a) all or substantially
all of the assets or a majority of the outstanding Voting Stock or economic interests of a Person, (b) a Person by a merger,
amalgamation or consolidation or any other combination with such Person or (c) any division, line of business or other business
unit (including new drug applications or abbreviated new drug applications, together with associated inventory in the ordinary
course of business) of a Person (such Person or such division, line of business or other business unit of such Person 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 Credit Parties and their Subsidiaries pursuant to Section 6.3, in each case so long as:


 




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(i)          no
Default or Event of Default shall then exist or would exist after giving effect thereto;


 


(ii)         the
Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after giving effect to the acquisition
on a Pro Forma Basis, (A) the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and
(B) the Total Net Leverage Ratio shall be not greater than 0.25 to 1.0 less than the then applicable level set forth in Section
5.9;


 


(iii)        the
Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in connection with the closing of
such acquisition) a first priority perfected security interest in all property, subject to any Permitted Liens (including, without
limitation, Equity Interests) acquired with respect to the Target in accordance with the terms of Sections 5.10 and 5.12 and the
Target, if a Person, shall have executed a Joinder Agreement in accordance with the terms of Section 5.10;


 


(iv)        the
Administrative Agent and the Lenders shall have received (A) a description of the material terms of such acquisition, (B) prior
to the consummation of any Permitted Acquisition with a purchase price in excess of $25,000,000, 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 and (C) not less than five (5) Business Days prior to the consummation of any Permitted
Acquisition with a purchase price in excess of $25,000,000, a certificate substantially in the form of Exhibit 1.1(f), executed
by an Authorized Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;


 


(v)         if
the Target is a Person, 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 Credit Party and the Target; and


 


(vi)        after
giving effect to such acquisition, Liquidity shall be no less than [***].


 


“Permitted
Investments” shall have the meaning set forth in Section 6.5.


 


“Permitted
Liens” shall have the meaning set forth in Section 6.2.


 


“Permitted
Refinancing Indebtedness” shall mean Indebtedness incurred by the Borrower solely to refinance the Existing Notes so
long as such refinanced Indebtedness (a) (i) is not subject to a Lien or (ii) if subject to a Lien, is fully subordinated to the
Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent, (b) does not mature prior to the
date that is 180 days after the Maturity Date and (c) is otherwise subject to terms and conditions reasonably acceptable to the
Administrative Agent.


 


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


 




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“Plan Asset
Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Platform”
shall mean Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Pledge Agreement”
shall mean the Amended and Restated Pledge Agreement dated as of the Closing Date executed by the Credit Parties in favor of the
Administrative Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, modified, extended,
restated, replaced, or supplemented from time to time in accordance with the terms hereof and thereof.


 


“Prime Rate”
shall have the meaning set forth in the definition of Alternate Base Rate.


 


“Private Information”
shall have the meaning set forth in Section 5.15(a).


 


“Pro Forma
Basis” shall mean, with respect to any transaction, that such transaction shall be deemed to have occurred as of the
first day of the four-quarter period (or twelve month period, as applicable) ending as of the most recent quarter end (or month
end, as applicable) preceding the date of such transaction for which financial statement information is available.


 


“Products”
shall mean any item or any service that is designed, created, manufactured, managed, performed, or otherwise used, offered, or
handled by or on behalf of the Credit Parties or any of their Subsidiaries.


 


“Properties”
shall have the meaning set forth in Section 3.10(a).


 


“PTE” shall
mean a permitted transaction exemption established pursuant to Section 408(c) of ERISA.


 


“Public Health
Laws” shall mean all applicable Requirements of Law relating to the procurement, development, manufacture, production,
analysis, distribution, dispensing, importation, exportation, use, handling, quality, sale, or promotion of any drug, medical device,
food, dietary supplement, or other product (including, without limitation, any ingredient or component of the foregoing products)
subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.) and similar state laws, controlled substances
laws, pharmacy laws, or consumer product safety laws.


 


“Public Information”
shall have the meaning set forth in Section 5.15(a).


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000
at the time such Swap Obligation is incurred or such other person as constitutes an ECP under the Commodity Exchange Act or any
regulations promulgated thereunder.


 


“Real Estate”
shall have the meaning set forth in Section 5.12(c).


 


“Recipient”
shall mean (a) the Administrative Agent, (b) any Lender or (c) any Issuing Lender, as applicable.


 




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


 


“Register”
shall have the meaning set forth in Section 9.6(c).


 


“Registrations”
shall mean all Permits and exemptions issued or allowed by any Governmental Authority (including but not limited to new drug applications,
abbreviated new drug applications, biologics license applications, investigational new drug applications, over-the-counter drug
monograph, device pre-market approval applications, device pre-market notifications, investigational device exemptions, product
recertifications, manufacturing approvals and authorizations, pricing and reimbursement approvals, labeling approvals or their
foreign equivalent, controlled substance registrations, pharmacy registrations, and wholesale distributor permits) held by, or
applied by contract to, any Credit Party or any of its Subsidiaries, that are required for the research, development, manufacture,
distribution, marketing, storage, transportation, use and sale of the Products of any Credit Party or any of its Subsidiaries.


 


“Regulatory
Matters” shall mean, collectively, activities and Products that are subject to Public Health Laws.


 


“Reimbursement
Obligation” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 2.3(d) for
amounts drawn under Letters of Credit.


 


“Related Parties”
shall mean, 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.


 


“Removal Effective
Date” shall have the meaning set forth in Section 8.6(a).


 


“Reorganization”
shall mean, with respect to any Multiemployer Plan, the condition that such ERISA Plan is in reorganization within the meaning
of such term as used in Section 4241 of ERISA.


 


“Reportable
Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day
notice period is waived under PBGC Reg. §4043.


 


“Required
Lenders” shall mean, at any time, Lenders having Total Credit Exposures representing more than fifty percent (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.


 


“Requirement
of Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or other organizational
or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes, executive orders, 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); 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.


 




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“Resignation
Effective Date” shall have the meaning set forth in Section 8.6(a).


 


“Responsible
Officer” shall mean, for any Credit Party, the chief executive officer, the president or chief financial officer of such
Credit Party and any additional responsible officer that is designated as such to the Administrative Agent.


 


“Restricted
Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent)
of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent)
of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class
of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (d) [reserved], (e) any payment
or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar
payment with respect to, the Existing Notes or any Subordinated Debt of any Credit Party or any of its Subsidiaries, (f) the payment
by any Credit Party or any of its Subsidiaries of any management, advisory or consulting fee to any Affiliate (excluding ordinary
course investment banking fees and consulting fees) or (g) the payment of any extraordinary salary, bonus or other form of compensation
to any Person who is directly or indirectly a significant partner, shareholder or owner of any such Person, to the extent such
extraordinary salary, bonus or other form of compensation is not included in the corporate overhead of such Credit Party or such
Subsidiary.


 


“Revolving
Commitment” shall mean, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving
Loans in an aggregate principal amount at any time outstanding up to an amount equal to such Revolving Lender’s Revolving
Commitment Percentage of the Revolving Committed Amount as specified in Schedule 2.1(a), or in the Assignment and Assumption
pursuant to which such Lender became a Lender hereunder, as such percentage may be modified in connection with any assignment made
in accordance with the provisions of Section 9.6(b), as such amount may be reduced from time to time in accordance with the provisions
hereof.


 


“Revolving
Commitment Percentage” shall mean, for any Revolving Lender, the percentage identified as its Revolving Commitment Percentage
on Schedule 2.1(a), or in the Assignment and Assumption pursuant to which such Lender became a Lender hereunder, as such
percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(b).


 


“Revolving
Committed Amount” shall have the meaning set forth in Section 2.1(a).


 


“Revolving
Credit Exposure” shall mean, as to any Revolving Lender at any time, the aggregate principal amount at such time of its
outstanding Revolving Loans and such Revolving Lender’s participation in LOC Obligations and Swingline Loans at such time.


 


“Revolving
Facility” shall have the meaning set forth in Section 2.1(a).


 


“Revolving
Facility Increase” shall have the meaning set forth in Section 2.22.


 


“Revolving
Lender” shall mean, as of any date of determination, a Lender holding a Revolving Commitment, a Revolving Loan or a Participation
Interest on such date.


 




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“Revolving
Loan” shall have the meaning set forth in Section 2.1.


 


“Revolving
Loan Note” or “Revolving Loan Notes” shall mean the promissory notes of the Borrower provided pursuant
to Section 2.1(e) in favor of any of the Revolving Lenders evidencing the Revolving Loan provided by any such Revolving Lender
pursuant to Section 2.1(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified,
extended, restated, replaced, or supplemented from time to time.


 


“S&P”
shall mean Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc.


 


“Sanctioned
Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of a country,
(c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident
in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.


 


“Sanctioned
Person” shall mean a person named on the list of Specially Designated Nationals maintained by OFAC.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, (c)
the European Union, (d) any European Union member state, (e) Her Majesty’s Treasury of the United Kingdom or (f) any other
relevant sanctions authority.


 


“Sarbanes-Oxley”
shall mean the Sarbanes-Oxley Act of 2002.


 


“Scheduled
Funded Debt Payments” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period
ending on such date, the sum of all regularly scheduled payments of principal on Funded Debt of the Credit Parties and their Subsidiaries
on a Consolidated basis for the applicable period ending on the date of determination (including the principal component of payments
due on Capital Leases during the applicable period ending on the date of determination).


 


“SEC”
shall mean the Securities and Exchange Commission or any successor Governmental Authority.


 


“Secured Parties”
shall mean the Administrative Agent, the Lenders and the Bank Product Providers.


 


“Securities
Account Control Agreement” shall mean an agreement, among a Credit Party, a securities intermediary, and the Administrative
Agent, which agreement is in a form reasonably acceptable to the Administrative Agent and which provides the Administrative Agent
with “control” (as such term is used in Articles 8 and 9 of the UCC) over the securities account(s) described therein,
as the same may be as amended, modified, extended, restated, replaced, or supplemented from time to time.


 


“Securities
Act” shall mean the Securities Act of 1933, together with any amendment thereto or replacement thereof and any rules
or regulations promulgated thereunder.


 




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“Securities
Laws” shall mean the Securities Act, the Exchange Act, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board,
as each of the foregoing may be amended and in effect on any applicable date hereunder.


 


“Security
Agreement” shall mean the Amended and Restated Security Agreement dated as of the Closing Date executed by the Credit
Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, as amended, modified, extended, restated,
replaced, or supplemented from time to time in accordance with its terms.


 


“Security
Documents” shall mean the Security Agreement, the Pledge Agreement, any Deposit Account Control Agreement, any Securities
Account Control Agreement, the Mortgage Instruments and all other agreements, documents and instruments relating to, arising out
of, or in any way connected with any of the foregoing documents or granting to the Administrative Agent, for the benefit of the
Secured Parties, Liens or security interests to secure, inter alia, the Credit Party Obligations whether now or hereafter executed
and/or filed, each as may be amended from time to time in accordance with the terms hereof, executed and delivered in connection
with the granting, attachment and perfection of the Administrative Agent’s security interests and liens arising thereunder,
including, without limitation, UCC financing statements.


 


“Senior Funded
Debt” shall mean, as of any date of determination for the Credit Parties and their Subsidiaries, all Funded Debt (including,
without limitation, Extensions of Credit hereunder) which is not Subordinated Debt.


 


“Single Employer
Plan” shall mean any ERISA Plan that is not a Multiemployer Plan.


 


“Specified
Equity Contribution” shall have the meaning set forth in Section 5.9(d).


 


“Subordinated
Debt” shall mean any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right
of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Administrative
Agent.


 


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


 


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


 


“Swingline
Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount
at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to purchase participation
interests in the Swingline Loans as provided in Section 2.4(b)(ii), as such amounts may be reduced from time to time in accordance
with the provisions hereof.


 




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“Swingline
Committed Amount” shall mean the amount of the Swingline Lender’s Swingline Commitment as specified in Section
2.4(a).


 


“Swingline
Lender” shall mean Citizens, in its capacity as lender of Swingline Loans hereunder, or such other Lender as designated
by the Borrower and approved by the Administrative Agent; provided that such Lender has agreed to be a Swingline Lender,
together with any permitted successor thereto.


 


“Swingline
Loan” shall have the meaning set forth in Section 2.4(a).


 


“Swingline
Loan Note” shall mean the promissory note of the Borrower in favor of the Swingline Lender evidencing the Swingline Loans
provided pursuant to Section 2.4(d), as such promissory note may be amended, modified, extended, restated, replaced, or supplemented
from time to time.


 


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


 


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


 


“Term Loan”
or “Term Loans” shall mean the Initial Term Loan and/or the Delayed Draw Term Loans, as applicable.


 


“Term Loan
Commitment” shall mean the Initial Term Loan Commitment and/or the Delayed Draw Term Loan Commitment, as applicable.


 


“Term Loan
Commitment Percentage” shall mean the Initial Term Loan Commitment Percentage and/or Delayed Draw Term Loan Commitment
Percentage, as applicable.


 


“Term Loan
Committed Amount” shall mean the Initial Term Loan Committed Amount plus the Delayed Draw Term Loan Committed Amount.


 


“Term Loan Facility”
shall mean the Initial Term Loan Facility and/or the Delayed Draw Term Loan Facility, as applicable.


 


“Term Loan
Lender” shall mean a Lender holding a Term Loan Commitment or a portion of the outstanding Term Loans.


 


“Term Loan
Note” or “Term Loan Notes” shall mean the promissory notes of the Borrower (if any) in favor of any
of the Lenders evidencing the portion of the Initial Term Loan and/or the Delayed Draw Term Loan, as applicable, provided by any
such Lender pursuant to Section 2.2(a) and/or Section 2.2(b), individually or collectively, as appropriate, as such
promissory notes may be amended, modified, extended, restated, replaced, or supplemented from time to time.


 


“Total Credit
Exposure” shall mean, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding
Term Loans of such Lender at such time.


 




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“Total Net
Leverage Ratio” shall mean, as of any date of determination, for the Credit Parties and their Subsidiaries on a Consolidated
basis, the ratio of (a) Consolidated Funded Debt on such date (net of (x) unrestricted cash and Cash Equivalents of the Borrower
and its Subsidiaries in an aggregate principal amount of up to $15,000,000 and (y) proceeds of any Revolving Facility Increase
and any draw under the Delayed Draw Term Loan Facility to the extent deposited into the DDTL Account) to (b) Consolidated
EBITDA for the four (4) consecutive quarters ending on such date.


 


“Trademark
License” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to
use any Trademark.


 


“Trademarks”
shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, service
marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the
goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith, whether
in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof and (b) all renewals thereof.


 


“Tranche”
shall mean the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate
Base Rate Loans made on the same day.


 


“Transactions”
shall mean the closing of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby
and pursuant to the other Credit Documents (including, without limitation, the initial borrowings under the Credit Documents and
the payment of fees and expenses in connection with all of the foregoing).


 


“Type”
shall mean, as to any Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as the case may be.


 


“UCC”
shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.


 


“U.K. Financial
Conduct Authority” shall mean that certain financial regulatory body in the United Kingdom.


 


“Unrestricted
Cash” shall mean cash and Cash Equivalents of the Credit Parties, excluding cash and Cash Equivalents that are “restricted”
(in accordance with GAAP) on the Consolidated balance sheet of the Borrower and its Subsidiaries as of such date but including
the aggregate amount of cash and Cash Equivalents restricted in respect of the Obligations.


 


“U.S. Borrower”
shall mean any Borrower that is a U.S. Person.


 


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


 


“U.S. Tax
Compliance Certificate” shall have the meaning assigned to such term in Section 2.16(g).


 


“Voting Stock”
shall mean, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even
though the right so to vote may be or have been suspended by the happening of such a contingency.


 




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“Withholding
Agent” shall mean any Credit Party and the Administrative Agent.


 


“Works”
shall mean all works which are subject to copyright protection pursuant to Title 17 of the United States Code.


 


“Write-Down
and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section
1.2             Other Definitional Provisions.


 


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 (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented, amended and restated or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s permitted successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time
and (f) 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.
For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Equity Interests at such time.


 


Section
1.3              Accounting Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the most recently delivered audited Consolidated financial statements of the Borrower, except as otherwise
specifically prescribed herein. Notwithstanding anything to the contrary contained herein, 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.


 




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(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 Credit 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. Notwithstanding any other provision contained herein, any lease that is treated
as an operating lease for purposes of GAAP as of the Closing Date shall continue to be treated as an operating lease (and any future
lease, if it were in effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing
Date shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any change in GAAP after
the Closing Date.


 


(c)          Financial
Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations made in determining
compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the
Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance
sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations
to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted
Acquisition in a manner reasonably satisfactory to the Administrative Agent), subject to adjustments mutually acceptable to the
Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition
shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after
any Disposition permitted by Section 6.4(a)(vi), (A) income statement items, cash flow statement items and balance sheet
items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations
to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative
Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and
deemed to have been repaid as of the first day of such applicable period.


 


Section
1.4              Time References.


 


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


 


Section
1.5              Execution of Documents.


 


Unless otherwise specified,
all Credit Documents and all other certificates executed in connection therewith must be signed by an Authorized Officer.


 




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Article II


 


THE LOANS; AMOUNT
AND TERMS


 


Section
2.1          Revolving Loans.


 


(a)      Revolving
Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Revolving Lender severally, but
not jointly, agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time
to time in an aggregate principal amount of up to SEVENTY-FIVE Million DOLLARS ($75,000,000)
(as increased from time to time as provided in Section 2.22 and as such aggregate maximum amount may be reduced from time to time
as provided in Section 2.6, the “Revolving Committed Amount”) for the purposes hereinafter set forth (such facility,
the “Revolving Facility”); provided, however, that (i) with regard to each Revolving Lender
individually, the sum of such Revolving Lender’s Revolving Commitment Percentage of the aggregate principal amount of outstanding
Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swingline Loans plus
such Revolving Lender’s Revolving Commitment Percentage of outstanding LOC Obligations shall not exceed such Revolving Lender’s
Revolving Commitment and (ii) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount
of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed
the Revolving Committed Amount then in effect. Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or
a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof;
provided, however, the Revolving Loans made on the Closing Date or any of the three (3) Business Days following the
Closing Date, may only consist of Alternate Base Rate Loans unless the Borrower delivers a funding indemnity letter, substantially
in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative Agent not less than three (3) Business Days prior
to the Closing Date. LIBOR Rate Loans shall be made by each Revolving Lender at its LIBOR Lending Office and Alternate Base Rate
Loans at its Domestic Lending Office.


 


(b)      Revolving
Loan Borrowings.


 


(i)          Notice
of Borrowing. The Borrower shall request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone
notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative
Agent not later than 11:00 A.M. on the Business Day prior to the date of the requested borrowing in the case of Alternate
Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each
such Notice of Borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date
of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed and (D) whether
the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans
are requested, the Interest Period(s) therefor. If the Borrower shall fail to specify in any such Notice of Borrowing (1) an applicable
Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one
month, or (2) the Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate
Loan hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing,
the contents thereof and each such Revolving Lender’s share thereof.


 




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(ii)         Minimum
Amounts. Each Revolving Loan that is made as an Alternate Base Rate Loan shall be in a minimum aggregate amount of $100,000
and in integral multiples of $100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less). Each
Revolving Loan that is made as a LIBOR Rate Loan shall be in a minimum aggregate amount of $100,000 and in integral multiples of
$100,000 in excess thereof (or the remaining amount of the Revolving Committed Amount, if less).


 


(iii)        Advances.
Each Revolving Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative
Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2, or at such other office
as the Administrative Agent may designate in writing, by 1:00 P.M. on the date specified in the applicable Notice of Borrowing,
in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower
by the Administrative Agent by crediting the account of the Borrower on the books of such office (or such other account that the
Borrower may designate in writing to the Administrative Agent) with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.


 


(c)       Repayment.
Subject to the terms of this Agreement, Revolving Loans may be borrowed, repaid and reborrowed during the Commitment Period, subject
to Section 2.7(a). The principal amount of all Revolving Loans shall be due and payable in full on the Maturity Date, unless accelerated
sooner pursuant to Section 7.2.


 


(d)       Interest.
Subject to the provisions of Section 2.8, Revolving Loans shall bear interest as follows:


 


(i)          Alternate
Base Rate Loans. During such periods as any Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate
Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin;
and


 


(ii)         LIBOR
Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall
bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin.


 


Interest on Revolving
Loans shall be payable in arrears on each Interest Payment Date.


 


(e)       Revolving
Loan Notes; Covenant to Pay. The Borrower’s obligation to pay each Revolving Lender shall be evidenced by this Agreement
and, upon such Revolving Lender’s request, by a duly executed promissory note of the Borrower to such Revolving Lender in
substantially the form of Exhibit 2.1(e). The Borrower covenants and agrees to pay the Revolving Loans in accordance with
the terms of this Agreement.


 




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Section
2.2          Initial Term Loan; Delayed Draw Term Loans.


 


(a)      Initial
Term Loan.


 


(i)          Subject
to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Initial Term
Loan Lender severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent) on the Closing
Date such Initial Term Loan Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Initial Term
Loan”) in the aggregate principal amount of SEVENTY-TWO MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS
($72,187,500) (the “Initial Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility,
the “Initial Term Loan Facility”). Upon receipt by the Administrative Agent of the proceeds of the Initial Term
Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower
on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative
Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Initial Term
Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the
Borrower). The Initial Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
Borrower may request in the Notice of Borrowing delivered to the Administrative Agent prior to the Closing Date; provided,
however, that the Initial Term Loan made on the Closing Date may only consist of Alternate Base Rate Loans unless the Borrower
delivers a funding indemnity letter, substantially in the form of Exhibit 2.1(a), reasonably acceptable to the Administrative
Agent not less than three (3) Business Days prior to the Closing Date. LIBOR Rate Loans shall be made by each Initial Term Loan
Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the
Initial Term Loans may not be reborrowed.


 


(ii)         Repayment
of Initial Term Loan. The principal amount of the Initial Term Loan shall be repaid in consecutive quarterly installments on
the dates set forth below, based on the quarterly percentages of the original principal amount of the Initial Term Loan set forth
on the table below (provided, however, if such payment date is not a Business Day, such payment shall be due on the preceding Business
Day), unless accelerated sooner pursuant to Section 7.2:


 


	Quarterly Amortization Payment

 Dates	Amortization
	March 31, 2019	1.250%
	June 30, 2019	1.250%
	September 30, 2019 	1.250%
	December 31, 2019	1.250%
	March 31, 2020	1.250%
	June 30, 2020	1.250%
	September 30, 2020	1.250%
	December 31, 2020	1.250%
	March 31, 2021	1.875%
	June 30, 2021	1.875%
	September 30, 2021 	1.875%
	December 31, 2021	1.875%
	March 31, 2022	1.875%
	June 30, 2022	1.875%
	September 30, 2022	1.875%
	December 31, 2022	1.875%
	March 31, 2023	2.500%
	June 30, 2023	2.500%
	September 30, 2023	2.500%
	Maturity Date	The remaining outstanding principal amount of the Initial Term Loan


 




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The outstanding principal
amount of the Initial Term Loan and all accrued but unpaid interest and other amounts payable with respect to the Initial Term
Loan shall be repaid on the Maturity Date.


 


(b)      Delayed
Draw Term Loans.


 


(i)          Subject
to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender
severally, but not jointly, agrees to make available to the Borrower (through the Administrative Agent), to the extent requested
by the Borrower pursuant to clause (b)(ii)(A) hereof, such Delayed Draw Term Loan Lender’s Delayed Draw Term Loan
Commitment Percentage term loans in Dollars (the “Delayed Draw Term Loans”) in the aggregate principal amount
of ONE HUNDRED EIGHTEEN MILLION DOLLARS ($118,000,000) (the “Delayed Draw
Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, the “Delayed Draw Term Loan
Facility”); provided that the Delayed Draw Term Loans shall (A) be available in multiple draws during the Delayed
Draw Availability Period, (B) be subject to satisfaction of the conditions contained in Section 4.2 of this Agreement and
(C) be used to repay the Existing Notes or deposited into the DDTL Account, in each case, immediately upon any borrowing thereof.
Upon receipt by the Administrative Agent of the proceeds of the Delayed Draw Term Loans, such proceeds will then be made available
to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative
Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate
of such proceeds made available to the Administrative Agent by the Delayed Draw Term Loan Lenders and in like funds as received
by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). Delayed Draw Term Loans may consist
of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request in the Notice of Borrowing
delivered to the Administrative Agent prior to such Delayed Draw Funding Date. LIBOR Rate Loans shall be made by each Delayed Draw
Term Loan Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid
on the Delayed Draw Term Loans may not be reborrowed. Any interest accrued on amounts deposited in the DDTL Account shall be payable
to the Borrower.


 


(ii)         Delayed
Draw Term Loan Borrowing.


 


(A)        Notice
of Borrowing. The Borrower may request a Delayed Draw Term Loan by delivering a Notice of Borrowing (or telephone notice promptly
confirmed in writing by delivery of a Notice of Borrowing which delivery may be by fax) to the Administrative Agent not later than
11:00 A.M. on the date of the requested borrowing in the case of Alternate Base Rate Loans and on the third Business Day prior
to the date of the requested borrowing in the case of LIBOR Rate Loans. The Notice of Borrowing shall be irrevocable and shall
specify and certify (1) the amount of the Delayed Draw Term Loan requested, (2) the date of the requested borrowing (which
shall be a Business Day) and (3) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or
a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. Additionally, each Notice of Borrowing
shall certify and demonstrate, as applicable, that all of the conditions set forth in Section 4.2 have been satisfied. If the Borrower
shall fail to specify in such Notice of Borrowing (y) an applicable Interest Period in the case of a LIBOR Rate Loan, then
such notice shall be deemed to be a request for an Interest Period of one month or (z) the type of Loan requested, then such
notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to
each Delayed Draw Term Loan Lender promptly upon receipt of such Notice of Borrowing, the contents thereof and each such Delayed
Draw Term Loan Lender’s share thereof.


 




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(B)        Minimum
Amounts. Each Delayed Draw Term Loan shall be in a minimum aggregate amount of $10,000,000 and in integral multiples of $1,000,000
in excess thereof (or the remaining amount of the Delayed Draw Term Loan Committed Amount, if less).


 


(C)        Advances.
Each Delayed Draw Term Loan Lender will make its Delayed Draw Term Loan Commitment Percentage of the Delayed Draw Term Loan borrowing
available to the Administrative Agent, for the account of the Borrower, in Dollars and in funds immediately available to the Administrative
Agent, at the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent
may designate in writing, upon reasonable advance notice by 1:00 p.m. on the date specified in the applicable Notice of Borrowing.
Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower
on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Delayed Draw Term
Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the
Borrower).


 


(iii)        Repayment
of Delayed Draw Term Loans. The principal amount of the Delayed Draw Term Loans then outstanding shall be repaid in consecutive
quarterly installments, beginning on the date that is the last day of the first full fiscal quarter following the initial Delayed
Draw Funding Date, based on the quarterly percentages of the Delayed Draw Term Loans then outstanding set forth on the table below
(provided, for the avoidance of doubt, if such payment date is not a Business Day, such payment shall be due on the preceding Business
Day), unless accelerated sooner pursuant to Section 7.2.


 


	Amortization Payment Periods	Amortization
	From the first fiscal quarter end following the initial Delayed Draw Funding Date through and including the eighth fiscal quarter end following the initial Delayed Draw Funding Date	1.250%
	From the ninth fiscal quarter end following the initial Delayed Draw Funding Date through and including the sixteenth fiscal quarter end following the initial Delayed Draw Funding Date	1.875%
	From the seventeenth fiscal quarter end following the initial Delayed Draw Funding Date through and including the quarter ending immediately prior to the Maturity Date	2.500%


 


The outstanding principal
amount of the Delayed Draw Term Loans and all accrued but unpaid interest and other amounts payable with respect to the Delayed
Draw Term Loans shall be repaid on the Maturity Date.


 


(c)         Interest
on the Term Loans. Subject to the provisions of Section 2.8, the Term Loans shall bear interest as follows:


 




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(i)          Alternate
Base Rate Loans. During such periods as the Term Loans shall be comprised of Alternate Base Rate Loans, each such Alternate
Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Margin;
and


 


(ii)         LIBOR
Rate Loans. During such periods as the Term Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Margin.


 


Interest on the Term
Loans shall be payable in arrears on each Interest Payment Date.


 


(d)      Term
Loan Notes; Covenant to Pay. The Borrower’s obligation to pay each Term Loan Lender shall be evidenced by this Agreement
and, upon such Term Loan Lender’s request, by a duly executed promissory note of the Borrower to such Term Loan Lender in
substantially the form of Exhibit 2.2(c) or Exhibit 2.2(d), as applicable. The Borrower covenants and agrees to pay
the Term Loans in accordance with the terms of this Agreement.


 


Section
2.3           Letter of Credit Subfacility.


 


(a)      Issuance.
Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing
Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Revolving Lenders shall participate
in, standby Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing
Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed FIVE
MILLION DOLLARS ($5,000,000) (the “LOC Committed Amount”), (ii) the sum of the aggregate principal amount
of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not at any
time exceed the Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in Dollars and
(iv) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby letters of credit,
including in connection with workers’ compensation and other insurance programs. Except as otherwise expressly agreed in
writing upon by all the Revolving Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months
from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing
and subject to the other terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit
may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable
Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no
Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the date that is ten (10) days
prior to the Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of
each Letter of Credit shall be a Business Day. Each Letter of Credit issued hereunder shall be in a minimum original face amount
of $100,000 or such lesser amount as approved by the Issuing Lender.


 


(b)      Notice
and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5)
Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative
Agent for dissemination to the Revolving Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding
and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among
other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may
have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters
of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and
extent of LOC Obligations then outstanding.


 




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(c)      Participations.
Each Revolving Lender upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation
from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any Collateral relating thereto, in
each case in an amount equal to its Revolving Commitment Percentage of the obligations under such Letter of Credit and shall absolutely,
unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor
and discharge when due, its Revolving Commitment Percentage of the obligations arising under such Letter of Credit; provided
that any Person that becomes a Revolving Lender after the Closing Date shall be deemed to have purchased a Participation Interest
in all outstanding Letters of Credit on the date it becomes a Lender hereunder and any Letter of Credit issued on or after such
date, in each case in accordance with the foregoing terms. Without limiting the scope and nature of each Revolving Lender’s
participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under
any LOC Document, each such Revolving Lender shall pay to the Issuing Lender its Revolving Commitment Percentage of such unreimbursed
drawing in same day funds pursuant to and in accordance with the provisions of subsection (d) hereof. The obligation of each Revolving
Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a
Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the
obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided.


 


(d)      Reimbursement.
In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative
Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M.
on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained
hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the
Issuing Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate
equal to the Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its
intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the
amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations,
in which event any such drawing shall not automatically bear interest at the Default Rate. The Borrower’s Reimbursement Obligations
hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense
to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of
the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower
to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Administrative
Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall
promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds,
the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be
made on the Business Day such notice is received by such Revolving Lender from the Administrative Agent if such notice is received
at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding
the Business Day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the
account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent
for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such
Revolving Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a rate per annum
equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate
equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the
right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or
Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding
or reduction whatsoever.


 




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(e)      Repayment
with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving
Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Lenders that
a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a
Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”)
shall be made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Revolving
Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments
pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Administrative Agent for the account of the Issuing
Lender for application to the respective LOC Obligations. Each Revolving Lender hereby irrevocably agrees to make such Revolving
Loans on the day such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or
before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the
day such notice is received, in each case notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply
with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified
in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of
such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may
have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation, as a result of the occurrence of a Bankruptcy Event), then each such Revolving Lender hereby
agrees that it shall forthwith fund its Participation Interests in the outstanding LOC Obligations on the Business Day such notice
to fund is received by such Revolving Lender from the Administrative Agent if such notice is received at or before 2:00 P.M.,
otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the Business Day such notice
is received; provided, further, that in the event any Lender shall fail to fund its Participation Interest as required
herein, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall automatically bear interest
payable by such Revolving Lender to the Administrative Agent for the account of the Issuing Lender upon demand, at the rate equal
to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the
Alternate Base Rate.


 


(f)       Modification,
Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for
purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.


 




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(g)      ISP98.
Unless otherwise expressly agreed by the Issuing Lender and the Borrower, when a Letter of Credit is issued, the rules of the “International
Standby Practices 1998,” published by the Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter of Credit.


 


(h)      Conflict
with LOC Documents. In the event of any conflict between this Agreement and any LOC Document (including any letter of credit
application), this Agreement shall control.


 


(i)       Designation
of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including, without
limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit
is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall
be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the
Borrower’s Reimbursement Obligations hereunder with respect to such Letter of Credit.


 


(j)       Cash
Collateral. At any point in time in which there is a Defaulting Lender, the Issuing Lender may require the Borrower to Cash
Collateralize the LOC Obligations in accordance with and to the extent provided in Section 2.20.


 


Section
2.4          Swingline Loan Subfacility.


 


(a)      Swingline
Commitment. During the Commitment Period, subject to the terms and conditions hereof, the Swingline Lender, in its individual
capacity, may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section, make certain
revolving credit loans to the Borrower (each a “Swingline Loan” and, collectively, the “Swingline Loans”)
for the purposes hereinafter set forth; provided, however, (i) the aggregate principal amount of Swingline Loans
outstanding at any time shall not exceed FIVE MILLION DOLLARS ($5,000,000) (the “Swingline Committed Amount”),
and (ii) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans
plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect. Swingline Loans hereunder
may be repaid and reborrowed in accordance with the provisions hereof.


 


(b)      Swingline
Loan Borrowings.


 


(i)          Notice
of Borrowing and Disbursement. Upon receiving a Notice of Borrowing from the Borrower not later than 12:00 P.M. on any
Business Day requesting that a Swingline Loan be made, the Swingline Lender will make Swingline Loans available to the Borrower
on the same Business Day such request is received by the Administrative Agent. Swingline Loan borrowings hereunder shall be made
in minimum amounts of $100,000 (or the remaining available amount of the Swingline Committed Amount if less) and in integral amounts
of $100,000 in excess thereof.


 




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(ii)         Repayment
of Swingline Loans. Each Swingline Loan borrowing shall be due and payable on the earlier of (A) the Maturity Date and
(B) fifteen (15) days following such borrowing. The Swingline Lender may, at any time, in its sole discretion, by written
notice to the Borrower and the Administrative Agent, demand repayment of its Swingline Loans by way of a Revolving Loan borrowing,
in which case the Borrower shall be deemed to have requested a Revolving Loan borrowing comprised entirely of Alternate Base Rate
Loans in the amount of such Swingline Loans; provided, however, that, in the following circumstances, any such demand
shall also be deemed to have been given one Business Day prior to each of (A) the Maturity Date, (B) the occurrence of
any Bankruptcy Event, (C) upon acceleration of the Obligations hereunder, whether on account of a Bankruptcy Event or any
other Event of Default, and (D) the exercise of remedies in accordance with the provisions of Section 7.2 hereof (each such
Revolving Loan borrowing made on account of any such deemed request therefor as provided herein being hereinafter referred to as
“Mandatory Swingline Borrowing”). Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans
promptly upon any such request or deemed request on account of each Mandatory Swingline Borrowing in the amount and in the manner
specified in the preceding sentence on the date such notice is received by the Revolving Lenders from the Administrative Agent
if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 P.M. on the
Business Day next succeeding the date such notice is received notwithstanding (1) the amount of Mandatory Swingline
Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (2) whether any
conditions specified in Section 4.2 are then satisfied, (3) whether a Default or an Event of Default then exists, (4) failure
of any such request or deemed request for Revolving Loans to be made by the time otherwise required in Section 2.1(b)(i), (5) the
date of such Mandatory Swingline Borrowing, or (6) any reduction in the Revolving Committed Amount or termination of the Revolving
Commitments immediately prior to such Mandatory Swingline Borrowing or contemporaneously therewith. In the event that any Mandatory
Swingline Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result
of the commencement of a proceeding under the Bankruptcy Code), then each Revolving Lender hereby agrees that it shall forthwith
purchase (as of the date the Mandatory Swingline Borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such Participation Interest in the
outstanding Swingline Loans as shall be necessary to cause each such Revolving Lender to share in such Swingline Loans ratably
based upon its respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments
pursuant to Section 7.2); provided that (x) all interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date as of which the respective Participation Interest is purchased, and (y) at the time any purchase
of a Participation Interest pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay
to the Swingline Lender interest on the principal amount of such Participation Interest purchased for each day from and including
the day upon which the Mandatory Swingline Borrowing would otherwise have occurred to but excluding the date of payment for such
Participation Interest, at the rate equal to, if paid within two (2) Business Days of the date of the Mandatory Swingline Borrowing,
the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. The Borrower shall have the right
to repay the Swingline Loan in whole or in part from time to time in accordance with Section 2.7(a).


 


(c)       Interest
on Swingline Loans. Subject to the provisions of Section 2.8, Swingline Loans shall bear interest at a per annum rate equal
to the Alternate Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base Rate Loans. Interest on
Swingline Loans shall be payable in arrears on each Interest Payment Date.


 


(d)      Swingline
Loan Note; Covenant to Pay. The Swingline Loans shall be evidenced by this Agreement and, upon request of the Swingline Lender,
by a duly executed promissory note of the Borrower in favor of the Swingline Lender in the original amount of the Swingline Committed
Amount and substantially in the form of Exhibit 2.4(d). The Borrower covenants and agrees to pay the Swingline Loans in
accordance with the terms of this Agreement.


 




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(e)      Cash
Collateral. At any point in time in which there is a Defaulting Lender, the Swingline Lender may require the Borrower to Cash
Collateralize the outstanding Swingline Loans pursuant to Section 2.20.


 


Section
2.5          Fees.


 


(a)      Commitment
Fee. Subject to Section 2.21, in consideration of the Revolving Commitments, the Borrower agrees to pay to the Administrative
Agent, for the ratable benefit of the Revolving Lenders, a commitment fee (the “Commitment Fee”) in an amount
equal to the Applicable Margin per annum on the average daily unused amount of the Revolving Committed Amount; provided,
however that until March 31, 2019, the Commitment Fee shall be in an amount equal to 0.25% per annum on the average daily
unused amount of the Revolving Committed Amount. The Commitment Fee shall be calculated quarterly in arrears. For purposes of computation
of the Commitment Fee, LOC Obligations shall be considered usage of the Revolving Committed Amount but Swingline Loans shall not
be considered usage of the Revolving Committed Amount. The Commitment Fee shall be payable quarterly in arrears on the last Business
Day of each calendar quarter.


 


(b)      Letter
of Credit Fees. Subject to Section 2.21, in consideration of the LOC Commitments, the Borrower agrees to pay to the Administrative
Agent, for the ratable benefit of the Revolving Lenders, a fee (the “Letter of Credit Fee”) equal to the Applicable
Margin for Revolving Loans that are LIBOR Rate Loans per annum on the average daily maximum amount available to be drawn under
each Letter of Credit from the date of issuance to the date of expiration. The Letter of Credit Fee shall be payable quarterly
in arrears on the last Business Day of each calendar quarter.


 


(c)      Issuing
Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to
the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time
of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under,
such Letters of Credit (collectively, the “Issuing Lender Fees”). The Issuing Lender may charge, and retain
for its own account without sharing by the other Lenders, an additional facing fee (the “Letter of Credit Facing Fee”)
of 0.125% per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The
Issuing Lender Fees and the Letter of Credit Facing Fee shall be payable quarterly in arrears on the last Business Day of each
calendar quarter.


 


(d)      Administrative
Fee. The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Engagement Letter.


 


(e)      Delayed
Draw Ticking Fee. The Borrower agrees to pay to the Administrative Agent, for the ratable benefit of the Delayed Draw Term
Loan Lenders, a ticking fee (the “Delayed Draw Ticking Fee”) in an amount equal to the Applicable Margin per
annum on the average daily unused amount of the Delayed Draw Term Loan Committed Amount, commencing on the Closing Date and ending
on the last day of the Delayed Draw Availability Period; provided, however that from and after the date which is
six months following the Closing Date, the Delayed Draw Ticking Fee shall be as set forth in Level I of the grid set forth in the
definition of Applicable Margin in Section 1.1. The Delayed Draw Ticking Fee shall be paid quarterly in arrears on the last
Business Day of each calendar quarter and on the last day of the Delayed Draw Availability Period.


 




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Section
2.6          Commitment Reductions.


 


(a)      Voluntary
Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed
Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative
Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall
specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $100,000 or a whole
multiple of $100,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided
that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving
Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus
outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect.
Any reduction in the Revolving Committed Amount shall be applied to the Commitment of each Revolving Lender in accordance to its
Revolving Commitment Percentage.


 


(b)      LOC
Committed Amount. If the Revolving Committed Amount is reduced below the then current LOC Committed Amount, the LOC Committed
Amount shall automatically be reduced by an amount such that the LOC Committed Amount equals the Revolving Committed Amount.


 


(c)      Swingline
Committed Amount. If the Revolving Committed Amount is reduced below the then current Swingline Committed Amount, the Swingline
Committed Amount shall automatically be reduced by an amount such that the Swingline Committed Amount equals the Revolving Committed
Amount.


 


(d)      Maturity
Date. The Revolving Commitments, the Swingline Commitment and the LOC Commitment shall automatically terminate on the Maturity
Date.


 


(e)      Delayed
Draw Commitment Termination. The Delayed Draw Term Loan Committed Amount shall be permanently reduced on each Delayed Draw
Funding Date by the amount drawn. The Delayed Draw Term Loan Commitments shall automatically terminate on the close of business
on the last day of the Delayed Draw Availability Period.


 




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Section
2.7          Prepayments.


 


(a)      Optional
Prepayments and Repayments. The Borrower shall have the right to prepay the Term Loans and repay the Revolving Loans and Swingline
Loans in whole or in part from time to time; provided, however, that each partial prepayment or repayment of (i) Revolving
Loans or Term Loans that are Alternate Base Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples
of $100,000 in excess thereof (or the remaining outstanding principal amount), (ii) Revolving Loans or Term Loans that LIBOR
Rate Loans shall be in a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof (or the remaining
outstanding principal amount) and (iii) Swingline Loans shall be in a minimum principal amount of $500,000 and integral multiples
of $100,000 in excess thereof (or the remaining outstanding principal amount). The Borrower shall give three (3) Business Days’
irrevocable notice of prepayment in the case of LIBOR Rate Loans and same-day irrevocable notice on any Business Day in the case
of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). To the
extent that the Borrower elects to prepay the Term Loans, amounts prepaid under this Section shall be applied first to Alternate
Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the then remaining amortization payments thereof; provided,
that all prepayments pursuant to this Section 2.7(a) that are applied to the Term Loans shall be applied pro rata between the Term
Loans and any Incremental Term Facilities based on the then outstanding principal balances thereof. To the extent the Borrower
elects to repay the Revolving Loans and/or Swingline Loans, amounts prepaid under this Section shall be applied to the Revolving
Loans and/or Swingline Loans, as applicable of the Revolving Lenders in accordance with their respective Revolving Commitment Percentages.
Within the foregoing parameters, prepayments under this Section shall be applied first to Alternate Base Rate Loans and then to
LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section
2.15, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring
Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest
on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment.


 


(b)      Mandatory
Prepayments.


 


(i)          Revolving
Committed Amount. If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving
Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount,
the Borrower shall immediately prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans
have been repaid) Cash Collateralize the LOC Obligations in an amount sufficient to eliminate such excess (such prepayment to be
applied as set forth in clause (vii) below).


 


(ii)         Asset
Dispositions. Following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall prepay the Loans
and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds
derived from such Asset Disposition (or related series of Asset Dispositions) (such prepayment to be applied as set forth in clause
(vii) below) within five (5) Business Days of the receipt thereof; provided, however, that, so long as no Default
or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent
the Borrower delivers to the Administrative Agent a certificate stating that the Credit Parties intend to use such Net Cash Proceeds
to acquire operating or capital assets (and pay transaction expenses associated therewith) useful to the business of the Credit
Parties, including pursuant to a Permitted Acquisition, and such reinvestment is consummated within 180 days of the receipt of
such Net Cash Proceeds or the subject of a binding written agreement with a third party entered into such 180 day period which
is consummated with 120 days after the end of such 180 day period, it being expressly agreed that Net Cash Proceeds not so reinvested
shall be applied to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter (such prepayment to be
applied as set forth in clause (vii) below).


 


(iii)        Debt
Issuances. Immediately upon receipt by any Credit Party or any of its Subsidiaries of proceeds from any Debt Issuance, the
Borrower shall prepay the Loans and/or Cash Collateralize the LOC Obligations in an aggregate amount equal to one hundred percent
(100%) of the Net Cash Proceeds of such Debt Issuance (such prepayment to be applied as set forth in clause (vii) below); provided,
however, that such Net Cash Proceeds shall not be required to be so applied to the extent they are (A) held in a deposit
account subject to a Deposit Account Control Agreement and (B) used solely for the purpose of repaying principal and interest on
the Existing Notes.


 




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(iv)        [Reserved].


 


(v)         [Reserved].


 


(vi)        Extraordinary
Receipts. Within five (5) Business Days following receipt by any Credit Party or any of its Subsidiaries of proceeds from any
Extraordinary Receipt, the Borrower shall prepay the Loans and/or Cash Collateralize LOC Obligations in an aggregate amount equal
to one hundred percent (100%) of the Net Cash Proceeds of such Extraordinary Receipt in excess of $500,000 (such prepayment to
be applied as set forth in clause (vii) below); provided, however, that, so long as no Event of Default has occurred
and is continuing, Net Cash Proceeds from insurance or condemnation proceeds shall not be required to be so applied to the extent
the Borrower delivers to the Administrative Agent a certificate stating that Credit Parties intend to use such Net Cash Proceeds
to acquire operating or capital assets (and pay transaction expenses associated therewith) useful to the business of the Credit
Parties within 180 days (or committed to be reinvested within such period and actually reinvested within 120 days thereafter) of
the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied
to prepay the Loans and/or Cash Collateralize the LOC Obligations immediately thereafter (such prepayment to be applied as set
forth in clause (vii) below).


 


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


 


(A)         with
respect to all amounts prepaid pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans, (2) second
to the outstanding Revolving Loans and (3) third to Cash Collateralize the LOC Obligations; and


 


(B)         with
respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vi), (1) first to the Term Loans and any Incremental
Term Facilities on a pro rata basis (in each case, ratably to the remaining amortization payments thereof) (including the bullet
payment due on the Maturity Date), (2) second to the Swingline Loans (without a simultaneous corresponding reduction of
the Swingline Committed Amount), (3) third to the Revolving Loans (without a simultaneous corresponding reduction of the
Revolving Committed Amount) and (4) fourth to a cash collateral account in respect of LOC Obligations (without a simultaneous
corresponding reduction of the LOC Committed Amount). Within the parameters of the applications set forth above, prepayments shall
be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in each case, ratably to the remaining amortization
payments thereof. All prepayments under this Section shall be subject to Section 2.15 and be accompanied by interest on the principal
amount prepaid through the date of prepayment, but otherwise without premium or penalty.


 


(c)      Bank
Product Obligations Unaffected. Any repayment or prepayment made pursuant to this Section shall not affect the Borrower’s
obligation to continue to make payments under any Bank Product, which shall remain in full force and effect notwithstanding such
repayment or prepayment, subject to the terms of such Bank Product.


 


Section
2.8          Default Rate and Payment Dates.


 


(a)      If
all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid when due or continued as a LIBOR
Rate Loan in accordance with the provisions of Section 2.9 (whether at the stated maturity, by acceleration or otherwise), such
overdue principal amount of such Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable
thereto.


 




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(b)      Upon
the occurrence and during the continuance of a (i) Bankruptcy Event or a Payment Event of Default, the principal of and, to the
extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall
automatically bear interest at a rate per annum which is equal to the Default Rate and (ii) any other Event of Default hereunder,
at the option of the Required Lenders, the principal of and, to the extent permitted by law, interest on the Loans and any other
amounts owing hereunder or under the other Credit Documents shall automatically bear interest, at a per annum rate which is equal
to the Default Rate, in each case from the date of such Event of Default until such Event of Default is waived in accordance with
Section 9.1. Any default interest owing under this Section 2.8(b) shall be due and payable on the earlier to occur of (x) demand
by the Administrative Agent (which demand the Administrative Agent shall make if directed by the Required Lenders) and (y) the
Maturity Date.


 


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


 


Section
2.9          Conversion Options.


 


(a)      The
Borrower may, in the case of Revolving Loans and the Term Loans, elect from time to time to convert Alternate Base Rate Loans to
LIBOR Rate Loans or to continue LIBOR Rate Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at
least three Business Days prior to the proposed date of conversion or continuation. In addition, the Borrower may elect from time
to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable
written notice thereof by 11:00 A.M. one (1) Business Day prior to the proposed date of conversion. If the date upon which
an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on
the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day
such Loan shall bear interest as if it were an Alternate Base Rate Loan. LIBOR Rate Loans may only be converted to Alternate Base
Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an
Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during
the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were
an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein; provided
that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing
and (ii) partial conversions shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. All or any part of outstanding LIBOR Rate Loans may be converted as provided herein; provided that partial conversions
shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.


 


(b)      Any
LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower
with the notice provisions contained in Section 2.9(a); provided, that no LIBOR Rate Loan may be continued as such when
any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an
Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give
timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder,
such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period
with respect thereto.


 




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Section
2.10        Computation of Interest and Fees; Usury.


 


(a)      Interest
payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be calculated on the basis of a year
of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder
shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any
change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening
of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as
soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.


 


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


 


(c)      It
is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from
time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this
subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written
or oral. In no way, nor in any event or contingency (including, but not limited to, prepayment or acceleration of the maturity
of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Agreement, under the Notes
or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any
of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount,
any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to
the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document.
If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which
would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have
been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not
to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would
have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness
evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on
the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand.
All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law,
be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans
so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable
law.


 




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Section
2.11        Pro Rata Treatment and Payments.


 


(a)      Allocation
of Payments Prior to Exercise of Remedies. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments
shall be made pro rata according to the respective Revolving Commitment Percentages of the Revolving Lenders. Each borrowing of
the Term Loans and any reduction of the Term Loan Commitments shall be made pro rata according to the respective Term Loan Commitment
Percentages of the Term Loan Lenders. Unless otherwise required by the terms of this Agreement, each payment under this Agreement
shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.5, second, to interest
then due and owing hereunder of the Borrower and, third, to principal then due and owing hereunder and under this Agreement
of the Borrower. Each payment on account of any fees pursuant to Section 2.5 shall be made pro rata in accordance with the respective
amounts due and owing (except as to the Letter of Credit Facing Fees and the Issuing Lender Fees which shall be paid to the Issuing
Lender). Each optional repayment and prepayment by the Borrower on account of principal of and interest on the Revolving Loans
and on the Term Loans, as applicable, shall be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable,
in accordance with the terms of Section 2.7(a) hereof. Each mandatory prepayment on account of principal of the Loans shall
be applied to such Loans, as applicable, on a pro rata basis and, to the extent applicable, in accordance with Section 2.7(b).
All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without
defense, set-off or counterclaim and shall be made to the Administrative Agent for the account of the Lenders at the Administrative
Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the
date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in
like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate
Loan becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business
Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day.


 


(b)      Allocation
of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Agreement to the contrary, after the exercise
of remedies (other than the application of default interest pursuant to Section 2.8) by the Administrative Agent or the Lenders
pursuant to Section 7.2 (or after the Commitments shall automatically terminate and the Loans (with accrued interest thereon) and
all other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under
Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), all amounts collected
or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding
under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows (irrespective of whether
the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations are allowed, permitted
or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event):


 


FIRST, to the
payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of
the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances
made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documents;


 




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SECOND, to
the payment of any fees owed to the Administrative Agent and the Issuing Lender;


 


THIRD, to the
payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of
each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit
Party Obligations owing to such Lender;


 


FOURTH, to
the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including, with respect to any
Bank Product, any fees, premiums and scheduled periodic payments due under such Bank Product and any interest accrued thereon;


 


FIFTH, to the
payment of the outstanding principal amount of the Credit Party Obligations and the payment or cash collateralization of the outstanding
LOC Obligations, and including with respect to any Bank Product, any breakage, termination or other payments due under such Bank
Product and any interest accrued thereon;


 


SIXTH, to all
other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise
and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and


 


SEVENTH, to
the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.


 


In carrying
out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application
to the next succeeding category; (b) each of the Lenders and any Bank Product Provider shall receive an amount equal to its
pro rata share (based on the proportion that the then outstanding Loans and LOC Obligations held by such Lender or the outstanding
obligations payable to such Bank Product Provider bears to the aggregate then outstanding Loans and LOC Obligations and obligations
payable under all Bank Products) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”,
“FIFTH” and “SIXTH” above; and (c) to the extent that any amounts available for distribution pursuant
to clause “FIFTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts
shall be held by the Administrative Agent in a cash collateral account and applied (i) first, to reimburse the Issuing Lender
from time to time for any drawings under such Letters of Credit and (ii) then, following the expiration of all Letters of
Credit, to all other obligations of the types described in clauses “FIFTH” and “SIXTH” above in the manner
provided in this Section. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the
Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any
Bank Product. Amounts distributed with respect to any Bank Product Debt shall be the amount of such Bank Product last reported
to the Administrative Agent; provided that any such Bank Product Provider may provide an updated amount of such Bank Product
to the Administrative Agent prior to payments made pursuant to this Section. The Administrative Agent shall have no obligation
to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount
(setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, the
Administrative Agent may assume the amount to be distributed is the amount of such Bank Product last reported to the Administrative
Agent.


 




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Section
2.12        Non-Receipt of Funds; Administrative Agent’s Clawback.


 


(a)      Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a
Lender prior to the proposed date of any Extension of Credit that such Lender will not make available to the Administrative Agent
such Lender’s share of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with this Agreement 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 Extension of Credit 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 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 (i) in the case of a payment to be made
by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest
rate applicable to Alternate 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 Extension of Credit to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Extension of Credit. 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.


 


(b)      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 Issuing Lender
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender,
as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
or the Issuing Lender, 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 Issuing Lender, 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 greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


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


 




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(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 Extension of Credit set forth in Article IV are not satisfied
or waived in accordance with the terms thereof, 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 Term Loans and Revolving Loans, to fund participations
in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.5(c) are several and not joint. The failure
of any Lender to make any Loan, to fund any such participation or to make any such payment under Section 9.5(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 9.5(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.


 


Section
2.13        Inability to Determine Interest Rate.


 


Notwithstanding any
other provision of this Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate
means do not exist for ascertaining the LIBOR Rate for such Interest Period, (b) the supervisor for the administrator of LIBOR
or a Governmental Authority with jurisdiction has made a statement identifying a specific date after which LIBOR shall no longer
be used for determining interest rates for loans, or (c) the Required Lenders shall reasonably determine (which determination
shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such
Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period,
the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and
the Lenders at least two (2) Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified
the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR
Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans
that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate
Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so affected.


 


Section
2.14        Yield Protection.


 


(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 LIBOR Rate) or the Issuing Lender;


 


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


 




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(iii)        impose
on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or 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 or such other Recipient 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, such Issuing Lender or
such other Recipient 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, Issuing Lender
or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Lender
or other Recipient, the Borrower will pay to such Lender, Issuing Lender or other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)      Capital
Requirements. If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender
or any lending office of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s
capital or on the capital of such Lender’s or the Issuing Lender’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 Issuing Lender, to a level below that which such Lender or the Issuing
Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing
Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender
or such Lender’s or the Issuing Lender’s holding company for any such reduction suffered.


 


(c)      Certificates
for Reimbursement. A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate
such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (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 Issuing Lender,
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 Issuing Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased
costs incurred or reductions suffered more than nine (9) months prior to the date such Lender or Issuing Lender, as the case may
be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or
Issuing Lender’s intention to claim compensation therefore (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive
effect thereof).


 



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Section
2.15        Compensation for Losses.


 


Promptly following
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 an Alternate 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 an Alternate Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)      any
assignment of a LIBOR 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 2.19;


 


including any loss of anticipated
profits 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. 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, each Lender shall be deemed to have funded each LIBOR Rate Loan made
by it at the LIBOR 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 LIBOR Rate Loan was in fact so funded.


 


Section
2.16        Taxes.


 


(a)      Defined
Terms. For purposes of this Section 2.16, the term “Lender” includes any Issuing Lender and the term “applicable
law” includes FATCA.


 


(b)      Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall
be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such
payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and
shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law
and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so
that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums
payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction
or withholding been made.


 




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(c)      Payment
of Other Taxes by the Borrower. The Credit 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.


 


(d)      Indemnification
by the Borrower. The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.


 


(e)      Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.6(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under
any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this paragraph (e).


 


(f)       Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to
this Section 2.16, such Credit Party 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 the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(g)      Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Credit 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 2.16(g)(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. Borrower,


 


(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:


 


(iii)        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 Credit Document, executed copies of IRS Form W-8BEN 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 Credit Document, IRS Form W-8BEN 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;


 


(iv)        executed
copies of IRS Form W-8ECI;


 


(v)         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 2.16(a) 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; or


 


(vi)        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, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.16(b) or Exhibit 2.16(c), 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 2.16(d) on behalf of each such direct
and indirect partner;


 


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


 




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(B)         if
a payment made to a Lender under any Credit 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.


 


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


 


(h)      Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts
pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)       Survival.
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Credit Document.


 




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Section
2.17        Indemnification; Nature of Issuing Lender’s Duties.


 


(a)      In
addition to its other obligations under Section 2.3, the Credit Parties hereby agree to protect, indemnify, pay and save the
Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges
and expenses (including reasonable attorneys’ fees) that the Issuing Lender or such Lender may incur or be subject to as
a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender
to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government
Acts”).


 


(b)      As
between the Credit Parties, the Issuing Lender and each Lender, the Credit Parties shall assume all risks of the acts, omissions
or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lender nor any Lender shall be responsible: (i) for
the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with
the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or
in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit
to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any
consequences arising from causes beyond the control of the Issuing Lender or any Lender, including, without limitation, any Government
Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender’s rights or powers hereunder.


 


(c)      In
furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by
the Issuing Lender or any Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted
in the absence of gross negligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting
liability to the Credit Parties. It is the intention of the parties that this Agreement shall be construed and applied to protect
and indemnify the Issuing Lender and each Lender against any and all risks involved in the issuance of the Letters of Credit, all
of which risks are hereby assumed by the Credit Parties, including, without limitation, any and all risks of the acts or omissions,
whether rightful or wrongful, of any Governmental Authority. The Issuing Lender and the Lenders shall not, in any way, be liable
for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Lender and the Lenders.


 


(d)      Nothing
in this Section is intended to limit the Reimbursement Obligation of the Borrower contained in Section 2.3(d) hereof. The
obligations of the Credit Parties under this Section shall survive the termination of this Agreement. No act or omissions of any
current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders
to enforce any right, power or benefit under this Agreement.


 




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(e)      Notwithstanding
anything to the contrary contained in this Section, the Credit Parties shall have no obligation to indemnify the Issuing Lender
or any Lender in respect of any liability incurred by the Issuing Lender or such Lender arising out of the gross negligence or
willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a
court of competent jurisdiction or pursuant to arbitration.


 


Section
2.18        Illegality.


 


Notwithstanding any
other provision of this Agreement, if any Change in Law shall make it unlawful for such Lender or its LIBOR Lending Office to make
or maintain LIBOR Rate Loans as contemplated by this Agreement or to obtain in the interbank eurodollar market through its LIBOR
Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and
the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as
such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise
to the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall
be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law as Alternate
Base Rate Loans. The Borrower hereby agrees to promptly pay any Lender, promptly following its demand, any additional amounts necessary
to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender
in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender
to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate (which certificate
shall include a description of the basis for the computation) as to any additional amounts payable pursuant to this Section submitted
by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender
agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any
amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause
the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion
to be material.


 


Section
2.19        Mitigation Obligations; Replacement of Lenders.


 


(a)      Designation
of a Different Lending Office. If any Lender requests compensation under Section 2.14, or requires the Borrower to pay
any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.16, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 




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(b)      Replacement
of Lenders. If any Lender requests compensation under Section 2.14, 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 2.16
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19(a),
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other
than its existing rights to payments pursuant to Section 2.14 or Section 2.16) and obligations under this Agreement and the related
Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:


 


(i)          the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.6;


 


(ii)         such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of
Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents
(including any amounts under Section 2.15) 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);


 


(iii)        in
the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant
to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)        such
assignment does not conflict with applicable law; and


 


(v)         in
the case of any 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.


 


Section
2.20        Cash Collateral.


 


(a)      Cash
Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request
of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize
all Fronting Exposure of the Issuing Lender with respect to such Defaulting Lender (determined after giving effect to Section 2.21(b)
and any Cash Collateral provided by the Defaulting Lender) in an amount not less than the Minimum Collateral Amount.


 


(b)      Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to the Administrative Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first priority security interest
in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of LOC Obligations,
to be applied pursuant to clause (c) below. 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 and the Issuing Lenders 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 (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 




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(c)      Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20 or Section
2.21 in respect of Letters of Credit, shall be applied to the satisfaction of the Defaulting Lender’s obligations to fund
participations in respect of LOC Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise
be provided for herein.


 


(d)      Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting
Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (i) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii)
the determination by the Administrative Agent and each Issuing Lender that there exists excess Cash Collateral; provided
that, subject to Section 2.21, the Person providing Cash Collateral and each Issuing Lender may agree that Cash Collateral shall
be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such
Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant
to the Credit Documents.


 


Section
2.21        Defaulting Lenders.


 


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


 


(i)          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 9.1.


 


(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 VII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing
Lender or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.20; 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 (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lender’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 2.20; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline
Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline
Lenders 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
directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of
any Loans or LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and LOC Obligations owed to, all Non-Defaulting Lenders on
a pro rata basis prior to being applied to the payment of any Loans of, or LOC Obligations owed to, such Defaulting Lender until
such time as all Loans and funded and unfunded participations in LOC Obligations and Swingline Loans are held by the Lenders pro
rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.21(a) (iv). 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 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto.


 




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(iii)        Certain
Fees.


 


(A)         Commitment
Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee or Delayed Draw Ticking Fee 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 Section 2.20.


 


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


 


(iv)        Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LOC 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 Revolving Commitment) but only to the extent that such reallocation
does not cause the aggregate Committed Funded Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving 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.


 




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(v)         Cash
Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially,
be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first,
prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize
the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.20.


 


(b)      Defaulting
Lender Cure. If the Borrower, the Administrative Agent and each Swingline Lender and Issuing Lender 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 2.21(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.


 


(c)      New
Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required
to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline
Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied
that it will have no Fronting Exposure after giving effect thereto.


 


Section
2.22        Incremental Facilities.


 


(a)      Revolving
Facility Increases.


 


(i)          General
Terms. Subject to the terms and conditions set forth herein and notwithstanding any previous reduction in the Revolving Committed
Amount or the Term Loan Committed Amount, as provided in Section 2.6, the Borrower shall have the right, at any time and from time
to time until the Maturity Date (but, when combined with the number of Incremental Term Facilities, no more than five (5) times
during the term of this Agreement), to increase the Revolving Committed Amount (each such increase, a “Revolving Facility
Increase”) by an aggregate principal amount not to exceed, when combined with the amount of any Incremental Term Facilities,
the Incremental Facility Increase Amount.


 




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(ii)         Terms
and Conditions. The following terms and conditions shall apply to any Revolving Facility Increase: (A) any Revolving Facility
Increase shall be identical (including with respect to Applicable Margin) to the existing Revolving Loans, (B) no Default or Event
of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase, (C) any loans made pursuant
to a Revolving Facility Increase shall constitute Obligations and will be secured and guaranteed with the other Obligations on
a pari passu basis, (D) any Lenders providing such Revolving Facility Increase shall be entitled to the same voting rights as the
existing Lenders and shall be entitled to receive proceeds of prepayments on the same terms as the existing Revolving Lenders,
(E) any such Revolving Facility Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000
in excess thereof (or the remaining amount of the Revolving Facility Increase, if less), (F) the Borrower shall execute a
Revolving Loan Note in favor of any new Lender or any existing Lender whose Revolving Commitment is increased pursuant to this
Section, in each case, if requested by such Lender, (G) the conditions to Extensions of Credit in Section 4.2 shall have been
satisfied, (H) the Administrative Agent shall have received (1) upon request of the Administrative Agent, an opinion
or opinions of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably
acceptable to the Administrative Agent and substantially similar to the opinion delivered to the Administrative Agent on the Closing
Date, (2) any authorizing corporate documents as the Administrative Agent may reasonably request and (3) if applicable,
a duly executed Notice of Borrowing, (I) the maturity date of any Revolving Facility Increase shall be no sooner than the Maturity
Date, and (J) the Administrative Agent shall have received from the Borrower an updated Compliance Certificate, in form and substance
reasonably satisfactory to the Administrative Agent, demonstrating that, both immediately prior to and after giving effect to any
such Revolving Facility Increase and any borrowings thereunder on the closing date for such Revolving Facility Increase on a Pro
Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (1) based on the
financial statements most recently delivered pursuant to Section 5.1(a) or Section 5.1(b) and (2) assuming all amounts
thereunder are fully drawn.


 


(iii)        Revolving
Facility Increase. In connection with the closing of any Revolving Facility Increase, the outstanding Revolving Loans and Participation
Interests shall be reallocated by causing such fundings and repayments among the Lenders of Revolving Loans as necessary such that,
after giving effect to such Revolving Facility Increase, each Lender will hold Revolving Loans and Participation Interests based
on its Revolving Commitment Percentage (after giving effect to such Revolving Facility Increase); provided that (i) such
reallocations and repayments shall not be subject to any processing and/or recordation fees and (ii) the Borrower shall be
responsible for any costs arising under Section 2.18 resulting from such reallocation and repayments.


 


(b)      Incremental
Term Facilities.


 


(i)          General
Terms. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to
time until the Maturity Date (but, when combined with the number of Revolving Facility Increases, no more than five (5) times during
the term of this Agreement), to incur additional Indebtedness under this Agreement pursuant to one or more tranches of term loans
(each an “Incremental Term Facility”) in an aggregate amount not to exceed, when combined with the amount of
any Revolving Facility Increases, the Incremental Facility Increase Amount.


 


(ii)         Terms
and Conditions. The following terms and conditions shall apply to any Incremental Term Facility: (A) no Default or Event
of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility, (B) any loans made pursuant
to an Incremental Term Facility shall constitute Obligations and will be secured and guaranteed with the other Obligations on a
pari passu basis, (C) the terms and documentation in respect of any Incremental Term Facility, to the extent not consistent with
the Term Loan Facility, will be reasonably satisfactory to the Administrative Agent, (D) any Lenders providing such Incremental
Term Facility shall be entitled to the same voting rights as the existing Lenders and shall be entitled to receive proceeds of
prepayments on the same terms as the existing Term Loan Lenders, (E) any such Incremental Term Facility shall be in a minimum
principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount of the Incremental
Facility Increase Amount, if less), (F) the proceeds of any such Incremental Term Facility will be used for the purposes set
forth in Section 3.11, (G) the Borrower shall execute a promissory note in favor of any new Lender or any existing Lender,
in each case, if requested by such Lender, (H) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied,
(I) the Incremental Term Facility shall have a maturity date no earlier than the Maturity Date, and shall have a weighted average
life to maturity no shorter than the Term Loans referenced under Section 2.2, and mandatory prepayment provisions no more favorable
to the new Lenders than the prepayment provisions applicable to the Term Loan Facility, (J) the Administrative Agent shall
have received (1) upon request of the Administrative Agent, an opinion or opinions of counsel for the Credit Parties, addressed
to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and substantially
similar to the opinion delivered to the Administrative Agent on the Closing Date, (2) any authorizing corporate documents
as the Administrative Agent may reasonably request and (3) if applicable, a duly executed Notice of Borrowing and (K) the
Administrative Agent shall have received from the Borrower an updated Compliance Certificate, in form and substance reasonably
satisfactory to the Administrative Agent, demonstrating that, both immediately prior to and after giving effect to any such Incremental
Term Facilities on the closing date for such Incremental Term Facilities on a Pro Forma Basis, the Borrower will be in compliance
with the financial covenants set forth in Section 5.9 based on the financial statements most recently delivered pursuant
to Section 5.1(a) or Section 5.1(b).


 




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(c)      Applicable
Margin and Yield. (i) The Applicable Margin and any other components of yield on any Incremental Term Facility shall be determined
by the Borrower and the Lenders thereunder; provided that in the event that the all-in yield for any Incremental Term Facility
is higher than the all-in yield for the Term Loan Facility or any existing Incremental Term Facility (the “Existing Facilities”)
by more than 50 basis points, then the Applicable Margin for the applicable Existing Facility shall be increased to the extent
necessary so that such all-in yield is equal to the all-in yield for such Incremental Term Facility minus 50 basis points; provided,
further, that in determining the interest rate margins applicable to the Incremental Term Facility and the applicable Existing
Facility, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts
of OID, with OID being equated to interest based on assumed four-year life to maturity) payable by the Borrower to the Lenders
under the applicable Existing Facility or any Incremental Term Facility in the initial primary syndication thereof shall be included
and the effect of any and all interest rate floors shall be included and (y) customary arrangement or commitment fees payable to
the Arranger (or their affiliates) in connection with the applicable Existing Facility or to one or more arrangers (or their affiliates)
of any Incremental Term Facility, shall be excluded and (ii) the Applicable Margin and Commitment Fees and any other components
of yield on any Revolving Facility Increase payable to the Lenders making such Revolving Facility Increase shall be the same as
the Revolving Facility on the Closing Date.


 


(d)      Participation.
Participation in any such Incremental Term Facility or Revolving Facility Increase may be offered to each of the existing Lenders,
but no such Lender shall have any obligation to provide all or any portion of any such Incremental Term Facility or Revolving Facility
Increase. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative
Agent (such consent not to be unreasonably withheld or delayed) to join this Agreement as Lenders hereunder for any portion of
such Incremental Term Facility or Revolving Facility Increase; provided that such other banks, financial institutions and
investment funds shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably
request.


 


(e)      Amendments. The
Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Credit
Document as may be necessary to incorporate the terms of any such Incremental Term Facility or Revolving Facility Increase.


 




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(f)          Limitation
on Amount. The aggregate principal amount of all Incremental Term Facilities and Revolving Facility Increases shall not exceed
the greater of (i) $100,000,000 plus the amount of any voluntary prepayments of Term Loans permitted hereunder and
(ii) an amount such that, after giving effect to any such Incremental Term Facilities or Revolving Facility Increases on a Pro
Forma Basis (and, in the case of any Revolving Facility Increase, assuming all amounts thereunder are fully drawn), the Total Net
Leverage Ratio shall not be greater than 0.50 to 1.00 less than the then applicable level set forth in Section 5.9 (the “Incremental
Facility Increase Amount”).


 


Section
2.23           MIRE Events.


 


Each of the parties
hereto acknowledges and agrees that, (a) if there are any Mortgaged Properties, any increase, extension or renewal of any of the
Commitments or Loans (including the provision of incremental credit facilities hereunder pursuant to Section 2.22 or otherwise,
but excluding (i) any continuation or conversion of Loans under Section 2.9, (ii) the making of any Revolving Loans or Swingline
Loans or (iii) the issuance, renewal or extension of Letters of Credit) and (b) the addition of any Mortgage Properties, shall
in each case be subject to (and conditioned upon) the prior delivery of all flood hazard determination certifications, acknowledgements
and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by
laws relating to flood insurance and as otherwise reasonably required by the Administrative Agent or any Lender.


 


Article III



REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
to enter into this Agreement and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and
warrant to the Administrative Agent and to each Lender that:


 


Section
3.1             Financial Condition.


 


(a)         (i)          The
audited Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2015, December
31, 2016 and December 31, 2017 together with the related Consolidated statements of income or operations, equity and cash flows
for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries
for each fiscal quarter ending prior to the Closing Date, together with the related pro forma Consolidated statements of income
or operations, equity and cash flows for the year-to-date period ending on such date and (iii) a pro forma balance sheet of
the Borrower and its Subsidiaries for the four-fiscal quarter period as of the last day of the quarter that ended at least thirty
(30) days prior to the Closing Date:


 


(A)         were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein;


 


(B)         fairly
present the financial position of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case
of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby;
and


 




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(C)         show
all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, as applicable, as
of the date thereof, including liabilities for taxes, material commitments and contingent obligations.


 


(b)         The
five-year projections of the Credit Parties and their Subsidiaries (prepared on an annual basis for the term of this Agreement)
delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon assumptions believed to be
reasonable at the time in light of the conditions existing at the time such projections were created but are not a guaranty of
future performance.


 


Section
3.2             No Material Adverse Effect; Internal Control Event.


 


Since December 31,
2017 (and, in addition, after delivery of annual audited financial statements in accordance with Section 5.1(a), from the date
of the most recently delivered annual audited financial statements), (a) there has been no event or circumstance which has had
or could reasonably be expected to have a Material Adverse Effect and (b) no Internal Control Event is occurring.


 


Section
3.3             Corporate Existence; Compliance with Law; Patriot
Act Information.


 


Each of the Credit
Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
organization or formation, (b) has the requisite power and authority and the legal right to own and operate all its property,
to lease the property it operates as lessee and to conduct the business in which it is currently engaged and has taken all actions
necessary to maintain all rights, privileges, licenses and franchises necessary or required in the normal conduct of its business,
(c) is duly qualified to conduct business and in good standing under the laws of (i) the jurisdiction of its organization
or formation, (ii) the jurisdiction where its chief executive office is located and (iii) each other jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that
the failure to so qualify or be in good standing in any such other jurisdiction could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect and (d) and its respective Registrations and Products is in compliance with
all Requirements of Law, organizational documents, government permits and government licenses except to the extent such non-compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 3.3
as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Section 5.2, is
the following information for each Credit Party: the exact legal name and any former legal names of such Credit Party in the four
(4) months prior to the Closing Date, the state of incorporation or organization, the type of organization, the jurisdictions in
which such Credit Party is qualified to do business, the chief executive office, the principal place of business, the business
phone number, the organization identification number, the federal tax identification number and ownership information (e.g. publicly
held, if private or partnership, the owners and partners of each of the Credit Parties).


 


Section
3.4             Corporate Power; Authorization; Enforceable Obligations.


 


Each of the Credit
Parties has full power and authority to enter into, deliver and perform the Credit Documents to which it is party and has taken
all necessary limited liability company, partnership or corporate action to authorize the execution, delivery and performance by
it of the Credit Documents to which it is party. Each Credit Document to which it is a party has been duly executed and delivered
on behalf of each Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of
each Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 




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Section
3.5             No Legal Bar; No Default.


 


The execution, delivery
and performance by each Credit Party of the Credit Documents to which such Credit Party is a party, the borrowings thereunder and
the use of the proceeds of the Loans (a) will not violate any Requirement of Law of any Credit Party, except for any violation
which could not be reasonably expected to result in a Material Adverse Effect, (b) will not conflict with, result in a breach
of or constitute a default under the articles of incorporation, bylaws, articles of organization, operating agreement or other
organization documents of the Credit Parties or any material Contractual Obligation to which such Person is a party or by which
any of its properties may be bound (except those as to which waivers or consents have been obtained) except for any violation which
could not be reasonably expected to result in a Material Adverse Effect, and (c) will not result in, or require, the creation
or imposition of any Lien on any Credit Party’s properties or revenues pursuant to any Requirement of Law or Contractual
Obligation other than the Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. No Credit
Party is in default under or with respect to any of its Contractual Obligations in any material respect. No Default or Event of
Default has occurred and is continuing.


 


Section
3.6             No Material Litigation.


 


No litigation, investigation,
claim, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding
of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Credit Parties, threatened by or against
any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect
to the Credit Documents or any Extension of Credit or any of the Transactions, or (b) which could reasonably be expected to
have a Material Adverse Effect. No permanent injunction, temporary restraining order or similar decree has been issued against
any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. Set forth on
Schedule 3.6 hereto is a detailed description of all material litigation pending or threatened against any Credit Party
or Subsidiary as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2.


 


Section
3.7             Investment Company Act; etc.


 


No Credit Party is
an “investment company”, or a company “controlled” by an “investment company”, within the meaning
of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under the Federal Power Act, the Interstate
Commerce Act, the Public Utility Holding Company Act of 2005 or any federal or state statute or regulation limiting its ability
to incur the Credit Party Obligations.


 


Section
3.8             Margin Regulations.


 


No part of the proceeds
of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or that would require any
Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect. The Credit Parties and their Subsidiaries (a) are not engaged,
principally or as one of their important activities, in the business of extending credit for the purpose of “purchasing”
or “carrying” “margin stock” within the respective meanings of each of such terms under Regulation U and
(b) taken as a group do not own “margin stock” except as identified in the financial statements referred to in
Section 3.1 or delivered pursuant to Section 5.1 and the aggregate value of all “margin stock” owned by the
Credit Parties and their Subsidiaries taken as a group does not exceed 25% of the value of their assets.


 




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Section
3.9             ERISA.


 


(a)          Neither
a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with
respect to any ERISA Plan, and each ERISA Plan has complied in all material respects with the applicable provisions of ERISA and
the Code except for any failures which could not be reasonably expected to result in a Material Adverse Effect. No termination
of a Single Employer Plan has occurred resulting in any material liability that has remained underfunded, and no Lien in favor
of the PBGC or an ERISA Plan has arisen, during such five year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such ERISA Plans) did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value of the assets of such ERISA Plan allocable to such
accrued benefits. Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability for a complete
or partial withdrawal from a Multiemployer Plan except for liabilities which could not be reasonably expected to result in a Material
Adverse Effect.


 


(b)          None
of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan
Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement,
including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.


 


Section
3.10           Environmental Matters.


 


(a)          The
facilities and properties owned, leased or operated by the Credit Parties or any of their Subsidiaries (the “Properties”)
do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or
(ii) could give rise to liability on behalf of any Credit Party under, any Environmental Law except for such non-compliance
which could not be reasonably expected to result in a Material Adverse Effect.


 


(b)          The
Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are and have in the last five years
been in compliance in all material respects, with all applicable Environmental Laws, except for any non-compliance which could
not be reasonably expected to result in a Material Adverse Effect.


 


(c)          Neither
the Credit Parties nor their Subsidiaries have received any material written or actual notice of material violation, alleged material
violation, material non-compliance, material liability or potential material liability on behalf of any Credit Party with respect
to environmental matters or Environmental Laws regarding any of the Properties or the business operated by the Credit Parties or
any of their Subsidiaries (the “Business”), nor do the Credit Parties or their Subsidiaries have knowledge that
any such notice will be received or is being threatened.


 




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(d)          Materials
of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location
that could give rise to liability on behalf of any Credit Party under any Environmental Law, and no Materials of Environmental
Concern have been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner
that could give rise to liability on behalf of any Credit Party under, any applicable Environmental Law except for such liabilities
which could not be reasonably expected to result in a Material Adverse Effect.


 


(e)          No
judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Credit Parties and their Subsidiaries,
threatened, under any Environmental Law to which any Credit Party or any Subsidiary is or to the knowledge of the Credit Parties
or any Subsidiary will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to the Properties or the Business.


 


(f)          There
has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related
to the operations of any Credit Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business,
in material violation of or in amounts or in a manner that could give rise to material liability on behalf of any Credit Party
under Environmental Laws.


 


Section
3.11           Use of Proceeds.


 


The proceeds of the
Extensions of Credit (other than with respect to Incremental Term Facilities and the Delayed Draw Term Loan Facility) shall be
used by the Borrower solely (a) to pay any costs, fees and expenses associated with this Agreement and (b) for working capital
and other general corporate purposes of the Credit Parties and their Subsidiaries, including, without limitation, to the extent
permitted herein, to purchase or redeem the Existing Notes and to pay expenses associated therewith, fund Permitted Acquisitions
and expenses associated therewith and fund Capital Expenditures, in each case, as permitted hereunder. The proceeds of any Incremental
Term Facility will be used only for working capital and other general corporate purposes of the Credit Parties and their Subsidiaries.
The proceeds of the Delayed Draw Term Loans shall be used solely to redeem the Existing Notes.


 


The Borrower will not,
directly or indirectly, use the proceeds of the Loans or use the Letters of Credit, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the Foreign Corrupt
Practices Act, 15 U.S.C. §§ 78dd-1, et seq. (and any foreign counterpart thereto) or any other applicable anti-corruption
law, or (ii) (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time
of such funding, is, or whose government is, the subject of Sanctions, or (B) in any other manner that would result in a violation
of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as Administrative Agent,
Arranger, Issuing Lender, Lender, underwriter, advisor, investor, or otherwise).


 




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Section
3.12           Subsidiaries; Joint Ventures; Partnerships.


 


Set forth on Schedule
3.12 is a complete and accurate list of all Subsidiaries, joint ventures and partnerships of the Credit Parties as of the Closing
Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. Information on the attached
Schedule includes the following: (a) the number of shares of each class of Equity Interests of each Subsidiary outstanding
and (b) the number and percentage of outstanding shares of each class of Equity Interests owned by the Credit Parties and
their Subsidiaries. The outstanding Equity Interests of all such Subsidiaries are validly issued, fully paid and non-assessable
and are owned free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents
and Permitted Liens). As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other
agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of
any nature relating to any Equity Interests of any Credit Party or any Subsidiary thereof, except as contemplated in connection
with the Credit Documents.


 


Section
3.13           Ownership.


 


Each of the Credit
Parties and its Subsidiaries is the owner of, and has good and marketable title to or a valid leasehold interest in, all of its
respective assets, which, together with assets leased or licensed by the Credit Parties and their Subsidiaries, represents all
assets in the aggregate material to the conduct of the Business, and (after giving effect to the Transactions) none of such assets
is subject to any Lien other than Permitted Liens. Each Credit Party and its Subsidiaries enjoys peaceful and undisturbed possession
under all of its leases and all such leases are valid and subsisting and in full force and effect.


 


Section
3.14           Consent; Governmental Authorizations.


 


No approval, consent
or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is
required in connection with acceptance of Extensions of Credit by the Borrower or the making of the Guaranty hereunder or with
the execution, delivery or performance of any Credit Document by the Credit Parties (other than those which have been obtained)
or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as are necessary
in connection with the perfection of the Liens created by such Credit Documents).


 


Section
3.15           Taxes.


 


Each of the Credit
Parties and its Subsidiaries has filed, or caused to be filed, all income tax returns and all other material tax returns (federal,
state, local and foreign) required to be filed and paid or made provision for payment of (a) all federal, state, local and other
material taxes levied or imposed on their income which are due and payable and (b) all other taxes, fees, assessments and other
governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for
such taxes (i) that are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against
which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties or their Subsidiaries has actual
knowledge as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries.


 


Section
3.16           Collateral Representations.


 


(a)          Intellectual
Property. Set forth on Schedule 3.16(a), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 5.2, is a list of all registered Intellectual Property (including all applications
for registration and issuance) owned by each of the Credit Parties or that each of the Credit Parties licenses (including the name/title,
current owner, registration or application number, and registration or application date and such other information as reasonably
requested by the Administrative Agent).


 




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(b)          Documents,
Instrument, and Tangible Chattel Paper. Set forth on Schedule 3.16(b), as of the Closing Date and as of the last
date such Schedule was required to be updated in accordance with Section 5.2, is a description of all Documents (as defined
in the UCC), Instruments (as defined in the UCC), and Tangible Chattel Paper (as defined in the UCC) of the Credit Parties (including
the Credit Party owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested
by the Administrative Agent).


 


(c)          Deposit
Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts and Uncertificated Investment Property. Set
forth on Schedule 3.16(c), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 5.2, is a description of all Deposit Accounts (as defined in the UCC), Electronic Chattel Paper
(as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts (as defined in the UCC) and uncertificated
Investment Property (as defined in the UCC) of the Credit Parties, including the name of (i) the applicable Credit Party, (ii)
in the case of a Deposit Account, the depository institution and average amount held in such Deposit Account, (iii) in the case
of Electronic Chattel Paper, the account debtor, (iv) in the case of Letter-of-Credit Rights, the issuer or nominated person, as
applicable, and (v) in the case of a Securities Account or other uncertificated Investment Property, the Securities Intermediary
or issuer and the average amount held in such Securities Account, as applicable.


 


(d)          Commercial
Tort Claims. Set forth on Schedule 3.16(d), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 5.2, is a description of all Commercial Tort Claims (as defined in the UCC) of the
Credit Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Administrative Agent).


 


(e)          Pledged
Equity Interests. Set forth on Schedule 3.16(e), as of the Closing Date and as of the last date such Schedule was required
to be updated in accordance with Section 5.2, is a list of (i) 100% (or, if less, the full amount owned by such Credit Party)
of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary (other than an Excluded Domestic
Subsidiary), (ii) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and outstanding Equity
Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned
by such Credit Party) of each class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (iii) all other Equity
Interests required to be pledged to the Administrative Agent pursuant to the Security Documents.


 


(f)          Properties.
Set forth on Schedule 3.16(f)(i), as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 5.2, is a list of all Mortgaged Properties (including the Credit Party owning such Mortgaged Property).
Set forth on Schedule 3.16(f)(ii) is a list of (i) each headquarter location of the Credit Parties (and an indication if
such location is leased or owned), (ii) each other location where any significant administrative or governmental functions
are performed (and an indication if such location is leased or owned), (iii) each other location where the Credit Parties
maintain any books or records (electronic or otherwise) (and an indication if such location is leased or owned) and (iv) each
location where any personal property Collateral is located at any premises owned or leased by a Credit Party with a Collateral
value in excess of $1,000,000 (and an indication whether such location is leased or owned).


 




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Section
3.17           Solvency.


 


Each of the Credit
Parties is solvent and is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature
in the normal course of business, and the fair saleable value of each Credit Party’s assets, measured on a going concern
basis, exceeds all probable liabilities as they become absolute and matured, including those to be incurred pursuant to this Agreement.
None of the Credit Parties has unreasonably small capital in relation to the business in which it is or proposes to be engaged.
No Credit Party has incurred, or believes that it will incur, debts beyond its ability to pay such debts as they become due in
the ordinary course of business. In executing the Credit Documents and consummating the Transactions, none of the Credit Parties
intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit Parties
is or will become indebted. On the Closing Date, the foregoing representations and warranties shall be made both before and after
giving effect to the Transactions.


 


Section
3.18           Compliance with FCPA.


 


Each of the Credit
Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.,
and any foreign counterpart thereto. None of the Credit Parties, their Subsidiaries nor, to the knowledge of the Credit Parties,
any agent or other person acting on behalf of the Credit Parties has (a) directly or indirectly, used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (b) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (c) failed to disclose fully any contribution made by any Credit Party (or made by any person acting on its
behalf of which such Credit Party is aware) which is in violation of law, or (d) violated in any material respect any provision
of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.


 


Section
3.19           No Burdensome Restrictions.


 


None of the Credit
Parties or their Subsidiaries is a party to any agreement or instrument or subject to any other obligation or any charter or corporate
restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


Section
3.20           [Reserved].


 


Section
3.21           Labor Matters.


 


There are no collective
bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties or any of their Subsidiaries as of the
Closing Date and none of the Credit Parties or their Subsidiaries (a) has suffered any strikes, walkouts, work stoppages or
other material labor difficulty within the last five years or (b) has knowledge of any potential or pending strike, walkout
or work stoppage. No unfair labor practice complaint is pending against any Credit Party or any of its Subsidiaries. There are
no strikes, walkouts, work stoppages or other material labor difficulty pending or to their knowledge, threatened against any Credit
Party.


 




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Section
3.22           Accuracy and Completeness of Information.


 


(a)          All
factual information heretofore, contemporaneously or hereafter furnished by or on behalf of any Credit Party or any of its Subsidiaries
to the Administrative Agent, the Arranger or any Lender for purposes of or in connection with this Agreement or any other Credit
Document, or any Transaction, is, or when furnished, will be true and accurate in all material respects and not incomplete by omitting
to state any material fact necessary to make such information not misleading. There is no fact now known to any Credit Party or
any of its Subsidiaries which, individually or in the aggregate, has, or could reasonably be expected to have, a Material Adverse
Effect, which fact has not been set forth herein, in the financial statements of the Credit Parties and their Subsidiaries furnished
to the Administrative Agent and the Lenders, or in any certificate, opinion or other written statement made or furnished by any
Credit Party to the Administrative Agent and the Lenders.


 


(b)          As
of the Closing Date, the information included in the Beneficial Ownership Certificate is true and correct in all respects other
than immaterial typographical or clerical errors which do not impact the substance thereof.


 


Section
3.23           Material Contracts.


 


Schedule 3.23
sets forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in effect as of
the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. Each Material
Contract is, and after giving effect to the Transactions will be, in full force and effect in accordance with the terms thereof.
The Credit Parties have delivered to the Administrative Agent a true and complete copy of each Material Contract.


 


Section
3.24           Insurance.


 


Subject to Section
5.15(e), the insurance coverage of the Credit Parties and their Subsidiaries is outlined as to carrier, policy number, expiration
date, type and amount on Schedule 3.24 as of the Closing Date and as of the last date such Schedule was required to
be updated in accordance with Section 5.2 and such insurance coverage complies with the requirements set forth in Section 5.5(b).


 


Section
3.25           Security Documents.


 


The Security Documents
create valid and enforceable security interests in, and Liens on, the Collateral purported to be covered thereby. Except as set
forth in the Security Documents, such security interests and Liens are currently (or will be, upon (a) the filing of appropriate
financing statements with the Secretary of State of the state of incorporation or organization for each Credit Party, the filing
of appropriate assignments or notices with the United States Patent and Trademark Office and the United States Copyright Office,
and the recordation of the Mortgage Instruments, in each case in favor of the Administrative Agent, on behalf of the Lenders, and
(b) the Administrative Agent obtaining control or possession over those items of Collateral in which a security interest is
perfected through control or possession) perfected security interests and Liens in favor of the Administrative Agent, for the benefit
of the Secured Parties, prior to all other Liens other than Permitted Liens.


 


Section
3.26           Classification of Senior Indebtedness.


 


The Credit Party Obligations
constitute “Senior Indebtedness”, “Designated Senior Indebtedness” or any similar designation under and
as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such agreement are
legally valid and enforceable against the parties thereto.


 




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Section
3.27           Anti-Terrorism Laws; OFAC Rules and Regulations.


 


(a)          No
Credit Party, none of its Subsidiaries nor, to the knowledge of each Credit Party, the Affiliates or respective officers, directors,
brokers or agents of such Credit Party, Subsidiary or Affiliate (i) has violated any Anti-Terrorism Laws or (ii) has engaged in
any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any
category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task
Force on Money Laundering.


 


(b)          No
Credit Party, none of its Subsidiaries nor, to the knowledge of each Credit Party, the Affiliates or respective officers, directors,
employees, brokers or agents of such Credit Party, Subsidiary or Affiliate is a Person that is, or is owned or controlled by Persons
that are: (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is, or whose
government is, the subject of Sanctions (which on the Closing Date includes Cuba, Iran, North Korea, and Syria).


 


(c)          No
Credit Party, none of its Subsidiaries nor, to the knowledge of each Credit Party, the Affiliates or respective officers, directors,
brokers or agents of such Credit Party, Subsidiary or Affiliate acting or benefiting in any capacity in connection with the Loans
(i) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit
of any Person, or in any country or territory, that is the subject of any Sanctions, (ii) deals in, or otherwise engages in any
transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or
conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in any Anti-Terrorism Law.


 


Section
3.28            Authorized Officer.


 


Set forth on Schedule
3.28 are Responsible Officers that are permitted to sign Credit Documents on behalf of the Credit Parties, holding the offices
indicated next to their respective names, as of the Closing Date and as of the last date such Schedule was required to be updated
in accordance with Section 5.2. Such Authorized Officers are the duly elected and qualified officers of such Credit Party
and are duly authorized to execute and deliver, on behalf of the respective Credit Party, this Agreement, the Notes and the other
Credit Documents.


 


Section
3.29           Flood Hazard Property.


 


No Mortgaged Property
is a Flood Hazard Property unless the Administrative Agent shall have received the following: (a) the applicable Credit Party’s
written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that such Mortgaged
Property is a Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is
participating in the National Flood Insurance Program and (b) copies of insurance policies or certificates of insurance of the
applicable Credit Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative
Agent as loss payee on behalf of the Lenders and in compliance with the Flood Insurance Laws.


 




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Section
3.30           [Reserved].


 


Section
3.31           EEA Financial Institution.


 


No Credit Party is
an EEA Financial Institution.


 


Section
3.32           Trade Relations.


 


There exists no actual
or, to the Credit Parties’ knowledge, threatened termination, cancellation or limitation of, or any modification or change
in, the business relationship between any Credit Party or any of its Subsidiaries and any customer or any group of customers whose
purchases individually or in the aggregate are material to the business of the Credit Parties and their Subsidiaries, or with any
material supplier, except in each case, where the same could not reasonably be expected to have a Material Adverse Effect, and
there exists no present condition or state of facts or circumstances which would prevent any Credit Party or any of its Subsidiaries
from conducting such business after the consummation of the transactions contemplated by this Agreement in substantially the same
manner in which it has heretofore been conducted.


 


Section
3.33           Leases.


 


Schedule 3.33
hereto, as of the Closing Date, is a complete listing of all capitalized leases of the Credit Parties and their Subsidiaries and
all material real property leases of the Credit Parties and their Subsidiaries as of the date hereof (which Schedule 3.33
shall be updated annually in connection with the delivery of the financial statements required by Section 5.1(a) to reflect and
additional capitalized leases or material real property leases entered into). Each Credit Party and each of its Subsidiaries is
in compliance with all of the terms of each of its respective capitalized and operating leases, except where the failure to so
comply could not reasonably be expected to have a Material Adverse Effect.


 


Section
3.34           Health Care Laws and Permits.


 


(a)          Except
as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Borrower
and its Subsidiaries are in compliance with all applicable Health Care Laws.


 


(b)          Each
of the Borrower and its Subsidiaries holds and is operating in material compliance with all Permits, except where the failure to
hold or operate in material compliance with such Permits could not result in a Material Adverse Effect. Neither Borrower nor any
of its Subsidiaries has received any written notice of proceedings relating to, and to the knowledge of Borrower there are no facts
or circumstances that would reasonably be expected to lead to, the revocation, suspension, termination or modification of any such
certificate Permit, except where such revocation, suspension, termination or modification of any such Permit has not had, and could
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(c)          The
Borrower and its Subsidiaries have not received any written notice or, to the knowledge of Borrower, other communication from any
Governmental Authority, regarding any actual or alleged violation of, any applicable Health Care Law by Borrower or any of its
Subsidiaries, except where such actual or alleged violation has not had, and could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 




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(d)          No
Included Product is the subject of, or subject to (as applicable), any recall, market withdrawal or seizure, or any warning letter
or other written communication from any Governmental Authority to the Borrower or any of its Subsidiaries requiring such action
or asserting that an Included Product fails to comply with applicable law, except where such action, letter or communication has
not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither Borrower
nor any Subsidiary has received written notification from any Governmental Authority that an Included Product fails to comply with
applicable Law, which failure would reasonably be expected to result in sanctions or adversely affect the Permits of the Borrower
and its Subsidiaries’ facilities, except where such sanctions or adverse effect on the Permits have not had, and could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
3.35           Regulatory Matters.


 


(a)          To
the knowledge of each Credit Party and its Subsidiaries, neither the FDA nor other Governmental Authority is considering limiting,
suspending, or revoking any Registrations or changing the marketing classification or labeling or other significant parameter affecting
the Products of the Credit Parties or any of their respective Subsidiaries in any manner that could be reasonably expected to result
in a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, no event has occurred or condition or
state of facts exists which could constitute a breach or default, or could cause revocation or termination of any material Registrations.
To the knowledge of each Credit Party and its Subsidiaries, any third party that is a manufacturer or contractor for the Credit
Parties or any of their respective Subsidiaries is in compliance with all Registrations required by the FDA or comparable Governmental
Authority and all Public Health Laws insofar as they reasonably pertain to the Products of the Credit Parties and their respective
Subsidiaries, except for any failures that could be reasonably expected to result in a Material Adverse Effect.


 


(b)          Since
January 1, 2018, no Credit Party has received a written warning letter, notice of violation letter, consent decree, request for
information or other material notice, response or commitment made to or with a Governmental Authority with respect to Regulatory
Matters.


 


(c)          As
of the Closing Date, no Credit Party nor its Subsidiaries is undergoing any material inspection related to Regulatory Matters,
or any other Governmental Authority investigation.


 


(d)          During
the period of three (3) calendar years immediately preceding the Closing Date, no Credit Party nor any Subsidiary of any Credit
Party has knowledge that it has, nor has it received written notice that it has, introduced into commercial distribution any Products
manufactured by or on behalf of any Credit Party or any Subsidiary of a Credit Party or distributed any products on behalf of another
manufacturer that were upon their shipment by any Credit Party or any of its Subsidiaries adulterated or misbranded in violation
of 21 U.S.C. § 331, and adverse determination with respect to which would result in a Material Adverse Effect. No Credit Party
nor any Subsidiary of any Credit Party has received any material written notice from any Governmental Authority alleging material
noncompliance with any Requirement of Law. No Product has been seized, withdrawn, recalled, detained, or subject to a suspension
(other than in the ordinary course of business) of research, manufacturing, distribution, or commercialization activity, and, to
the knowledge of the Credit Parties, there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal,
recall, detention, public health notification, safety alert or suspension of manufacturing or other activity relating to any Product;
(ii) a material change in the labeling of any Product suggesting a compliance issue; or (iii) a termination, seizure or material
suspension of manufacturing, researching, distributing or marketing of any Product. No proceedings in the United States or any
other jurisdiction seeking the withdrawal, recall, revocation, suspension, import detention, or seizure of any Product are pending
or to the knowledge of the Credit Parties threatened against any Credit Party or any of its Subsidiaries.


 




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(e)        As
of the date hereof, no Credit Party nor any Subsidiary of any Credit Party nor any of their respective officers, directors or employees,
nor to the knowledge of the Credit Parties, any of their agents or contractors (i) have been excluded or debarred from any federal
healthcare program (including without limitation Medicare or Medicaid) or any other federal program or (ii) have received written
notice from the FDA or any other Governmental Authority with respect to debarment or disqualification of any Person that could
reasonably be expected to have, in the aggregate, a Material Adverse Effect. As of the date hereof, no Credit Party nor any Subsidiary
of any Credit Party nor any of their respective officers, directors or employees, nor to the knowledge of the Credit Parties, any
of their agents or contractors have been convicted of any crime or engaged in any conduct for which (x) debarment is mandated or
permitted by 21 U.S.C. § 335a or (y) such Person could be excluded from participating in the federal health care programs
under Section 1128 of the Social Security Act or any similar law.


 


(f)        Each
Credit Party and its Subsidiaries is in material compliance with the written procedures, record-keeping and reporting requirements
required by the FDA or any comparable Governmental Authority pertaining to the reporting of adverse events and recalls involving
the Products.


 


Article IV



CONDITIONS PRECEDENT


 


Section
4.1           Conditions to Closing Date.


 


This Agreement shall
become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject
to, the satisfaction of the following conditions precedent:


 


(a)       Execution
of Credit Agreement and Credit Documents. The Administrative Agent shall have received (i) counterparts of this Agreement,
executed by a duly authorized officer of each party hereto, (ii) for the account of each Revolving Lender requesting a promissory
note, a duly executed Revolving Loan Note, (iii) for the account of each Term Loan Lender requesting a promissory note, a
duly executed Term Loan Note, (iv) for the account of the Swingline Lender requesting a promissory note, the Swingline Loan
Note, (v) counterparts of the Security Agreement, the Pledge Agreement and each Mortgage Instrument, in each case conforming
to the requirements of this Agreement and executed by duly authorized officers of the Credit Parties or other Person, as applicable
and (vi) counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto.


 


(b)       Authority
Documents. The Administrative Agent shall have received the following:


 


(i)          Articles
of Incorporation/Charter Documents. Original certified articles of incorporation or other charter documents, as applicable,
of each Credit Party certified (A) by an officer of such Credit Party (pursuant to an officer’s certificate in substantially
the form of Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and effect as
of such date, and (B) to be true and complete as of a recent date by the appropriate Governmental Authority of the state of
its incorporation or organization, as applicable.


 




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(ii)         Resolutions.
Copies of resolutions of the board of directors or comparable managing body of each Credit Party approving and adopting the Credit
Documents, the Transactions and authorizing execution and delivery thereof, certified by an officer of such Credit Party (pursuant
to an officer’s certificate in substantially the form of Exhibit 4.1(b) attached hereto) as of the Closing Date
to be true and correct and in force and effect as of such date.


 


(iii)        Bylaws/Operating
Agreement. A copy of the bylaws or comparable operating agreement of each Credit Party certified by an officer of such Credit
Party (pursuant to an officer’s certificate in substantially the form of Exhibit 4.1(b) attached hereto) as of
the Closing Date to be true and correct and in force and effect as of such date.


 


(iv)        Good
Standing. Original certificates of good standing, existence or its equivalent with respect to each Credit Party certified as
of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state
in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect.


 


(v)         Incumbency.
An incumbency certificate of each Authorized Officer of each Credit Party certified by an officer (pursuant to an officer’s
certificate in substantially the form of Exhibit 4.1(b) attached hereto) to be true and correct as of the Closing Date.


 


(c)       Legal
Opinion 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 Credit Parties, dated the Closing Date and addressed to the Administrative Agent
and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions
with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to
the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’
organizational documents and Material Contracts).


 


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


 


(i)          (A)         searches
of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Credit Party and each jurisdiction where
any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security
interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other
than Permitted Liens and (B) tax lien and judgment searches;


 


(ii)         searches
of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as 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 appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion,
to perfect the Administrative Agent’s security interest in the Collateral;


 




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(iv)        stock
or membership certificates, if any, evidencing the Equity Interests pledged to the Administrative Agent pursuant to the Pledge
Agreement and undated stock or transfer powers duly executed in blank;


 


(v)         duly
executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security
interest in the Collateral;


 


(vi)        [Reserved];
and


 


(vii)       the
extent required to be delivered pursuant to the terms of the Security Documents, all instruments, documents and chattel paper in
the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect
the Administrative Agent’s and the Lenders’ security interest in the Collateral.


 


(e)       [Reserved].


 


(f)        Liability,
Casualty, Property and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance policies
or certificates and endorsements of insurance evidencing liability, casualty, property and business interruption insurance meeting
the requirements set forth herein or in the Security Documents. The Administrative Agent shall be named (i) as lenders’
loss payee, as its interest may appear, with respect to any such insurance providing coverage in respect of any Collateral and
(ii) as additional insured, as its interest may appear, with respect to any such insurance providing liability coverage, and
the Credit Parties will use their commercially reasonable efforts to have each provider of any such insurance agree, by endorsement
upon the policy or policies issued by it or by independent instruments to be furnished to the Administrative Agent, that it will
give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or
cancelled.


 


(g)       Solvency
Certificate. The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer
or other Authorized Officer approved by the Administrative Agent of the Borrower as to the financial condition, solvency and related
matters of the Credit Parties and their Subsidiaries, after giving effect to the Transactions and the initial borrowings under
the Credit Documents, in substantially the form of Exhibit 4.1(g) hereto.


 


(h)       Account
Designation Notice. The Administrative Agent shall have received the executed Account Designation Notice in the form of Exhibit 1.1(a)
hereto.


 


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


 


(j)        Consents.
The Administrative Agent shall have received evidence that all governmental, shareholder and material third party consents and
approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired without
any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transactions
or that could seek or threaten any of the foregoing.


 


(k)       Compliance
with Laws. The financings and other Transactions contemplated hereby shall be in compliance with all applicable laws and regulations
(including all applicable securities and banking laws, rules and regulations).


 




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(l)        Bankruptcy.
There shall be no bankruptcy or insolvency proceedings pending with respect to any Credit Party or any Subsidiary thereof.


 


(m)      Existing
Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties and their Subsidiaries
(other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests related
thereto shall be terminated on or prior to the Closing Date.


 


(n)       Financial
Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in
Section 3.1, in each case, in form and substance satisfactory to each of them.


 


(o)       No
Material Adverse Effect. Since December 31, 2017, there shall have been no Material Adverse Effect.


 


(p)       Financial
Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by an Authorized
Officer of the Borrower as of the Closing Date, substantially in the form of Exhibit 4.1(p) stating that (i) immediately
after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date,
(A) no Default or Event of Default exists and (B) the representations and warranties made by the Credit Parties herein,
in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection herewith
are with respect to representations and warranties that contain a materiality qualification, true and correct and with respect
to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in
each case on and as of the Closing Date and (ii) each of the other conditions precedent in Section 4.1 have been satisfied,
except to the extent the satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent
or any Lender.


 


(q)       Material
Contracts. The Administrative Agent shall have received true and complete copies, certified by an officer of the Borrower as
true and complete, of all Material Contracts, together with all exhibits and schedules.


 


(r)        [Reserved].


 


(s)       PATRIOT
Act, Beneficial Ownership Regulation, etc.


 


(i)          At
least five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received the documentation and other
information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act, applicable “know
your customer”, anti-money laundering rules and regulations and Canadian Anti-Money Laundering & Anti-Terrorism Legislation.


 


(ii)         At
least five days prior to the Closing Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Credit Party.


 


(t)        Fees
and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to
the Engagement Letter and Section 2.5.


 




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(u)          Additional
Matters. All other documents and legal matters in connection with the Transactions shall be reasonably satisfactory in form
and substance to the Administrative Agent and its counsel.


 


Without limiting the
generality of the provisions of Section 8.4, for purposes of determining compliance with the conditions specified in this
Section 4.1, 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.


 


Section
4.2              Conditions to All Extensions of Credit.


 


The obligation of each
Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:


 


(a)          Representations
and Warranties. The representations and warranties made by the Credit Parties herein, in the other Credit Documents and which
are contained in any certificate furnished at any time under or in connection herewith shall (i) with respect to representations
and warranties that contain a materiality qualification, be true and correct and (ii) with respect to representations and
warranties that do not contain a materiality qualification, be true and correct in all material respects, in each case on and as
of the date of such Extension of Credit as if made on and as of such date except for any representation or warranty made as of
an earlier date, which representation and warranty shall remain true and correct as of such earlier date.


 


(b)          No
Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving
effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance
with this Agreement.


 


(c)          Compliance
with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the
proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline
Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect, (ii) the outstanding
LOC Obligations shall not exceed the LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not exceed the
Swingline Committed Amount.


 


(d)          Beneficial
Ownership Certificate. At least five (5) Business Days prior to any such Extension of Credit (and the application of the proceeds
thereof), the Administrative Agent shall have received, if Borrower qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower.


 


(e)          Additional
Conditions to Revolving Loans. If a Revolving Loan is requested, all conditions set forth in Section 2.1 shall have been
satisfied.


 


(f)          Additional
Conditions to Letters of Credit. If the issuance of a Letter of Credit is requested, (i) all conditions set forth in Section 2.3
shall have been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the Issuing Lender has entered
into satisfactory arrangements with the Borrower or such Defaulting Lender to eliminate the Issuing Lender’s risk with respect
to such Defaulting Lender’s LOC Obligations.


 




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(g)          Additional
Conditions to Swingline Loans. If a Swingline Loan is requested, (i) all conditions set forth in Section 2.4 shall have
been satisfied and (ii) there shall exist no Lender that is a Defaulting Lender unless the Swingline Lender has entered into satisfactory
arrangements with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s risk with respect to such Defaulting
Lender’s in respect of its Swingline Commitment.


 


(h)          Incremental
Facilities. If a Revolving Facility Increase or an Incremental Term Facility is requested, all conditions set forth in Section 2.22
shall have been satisfied.


 


(i)          Additional
Conditions to Delayed Draw Term Loans. If a Delayed Draw Term Loan is requested, (i) all conditions set forth in Section 2.2(b)
shall have been satisfied and (b) after giving effect to any such Delayed Draw Term Loan on a Pro Forma Basis, the Total Net Leverage
Ratio shall not be greater than 3.75 to 1.00.


 


Each request for an
Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute representations
and warranties by the Credit Parties as of the date of such Extension of Credit that the conditions set forth above in paragraphs
(a) through (g), as applicable, have been satisfied.


 


Article V



AFFIRMATIVE COVENANTS


 


Each of the Credit
Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect,
(b) until the Commitments have terminated, and (c)  the Credit Party Obligations and all other amounts owing to the Administrative
Agent or any Lender hereunder are paid in full in cash, such Credit Party shall, and shall cause each of their Subsidiaries, to:


 


Section
5.1              Financial Statements.


 


Furnish to the Administrative
Agent and each of the Lenders:


 


(a)          Annual
Financial Statements. As soon as available and in any event no later than ninety (90) days after the end of each fiscal year
of the Borrower, a copy of the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year
and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries
for such fiscal year, which shall be audited by Eisner Amper LLP or another firm of independent certified public accountants of
nationally recognized standing reasonably acceptable to the Administrative Agent, setting forth in each case in comparative form
the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification
indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial
statements without such qualification;


 




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(b)          Quarterly
Financial Statements. As soon as available and in any event no later than forty-five (45) days after the end of each fiscal
quarter of the Borrower (excluding the last fiscal quarter of the Borrower’s fiscal year), a copy of the Consolidated balance
sheet of the Borrower and its Subsidiaries as of the end of such period and related Consolidated statements of income and retained
earnings and of cash flows for the Borrower and its Subsidiaries for such quarterly period and for the portion of the fiscal year
ending with such period, in each case setting forth in comparative form Consolidated figures for the corresponding period or periods
of the preceding fiscal year; and


 


(c)          Annual
Operating Budget and Cash Flow. As soon as available, but in any event within sixty (60) days after the end of each fiscal
year, beginning with the fiscal year ending December 31, 2019, a copy of the detailed annual operating budget or plan including
cash flow projections of the Borrower and its Subsidiaries for the next four fiscal quarter period prepared on a monthly basis,
in form and detail reasonably acceptable to the Administrative Agent and the Lenders, together with a summary of the material assumptions
made in the preparation of such annual budget or plan;


 


all such financial statements shall be
complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments)
and to be prepared in reasonable detail and, in the case of the annual, quarterly financial statements provided in accordance with
subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further
accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in
GAAP as provided in Section 1.3(b).


 


Notwithstanding the
foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section may be
delivered electronically and if so, shall be deemed to have been delivered on the date on which the Administrative Agent receives
such reports from the Borrower through electronic mail; provided that, upon the Administrative Agent’s request, the
Borrower shall provide paper copies of any documents required hereby to the Administrative Agent.


 


Section
5.2              Certificates; Other Information.


 


Furnish to the Administrative
Agent and each of the Lenders:


 


(a)          [Reserved].


 


(b)          Officer’s
Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above,
a certificate of an Authorized Officer substantially in the form of Exhibit 5.2(b) stating that (i) such financial
statements present fairly the financial position of the Credit Parties and their Subsidiaries for the periods indicated in conformity
with GAAP applied on a consistent basis, (ii) to the knowledge of such Authorized Officer, each of the Credit Parties during
such period observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement
to be observed, performed or satisfied by it, and (iii) such Authorized Officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail
required to indicate compliance with Section 5.9 as of the last day of such period.


 




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(c)          Updated
Schedules. Concurrently with or prior to the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b)
above, (i) an updated copy of Schedule 3.3 and Schedule 3.12 if the Credit Parties or any of their
Subsidiaries has formed or acquired a new Subsidiary since the Closing Date or since such Schedule was last updated, as applicable,
(ii)  an updated copy of Schedule 3.6 to the extent any litigation has been threatened, filed or otherwise become pending
since the Closing Date or since such Schedule was last updated, as applicable, which, individually or in the aggregate, could reasonably
be expected to involve a monetary claim in excess of $10,000,000, (iii) an updated copy of Schedule 3.16(a) if
the Credit Parties have registered, applied for registration of, acquired or otherwise obtained ownership of any new registered
Intellectual Property since the Closing Date or since such Schedule was last updated, as applicable, (iv) an updated copy
of Schedule 3.16(b) if the Credit Parties have obtained any Documents (as defined in the UCC), Instruments (as defined
in the UCC) or Tangible Chattel Paper (as defined in the UCC) since the Closing Date or since such Schedule was last updated, as
applicable, (v) an updated copy of Schedule 3.16(c) if the Credit Parties maintain any Deposit Accounts (as defined
in the UCC), Electronic Chattel Paper (as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities Accounts
(as defined in the UCC) or uncertificated Investment Property (as defined in the UCC) to the extent not otherwise set forth on
such Schedule as of the Closing Date or since such Schedule was last updated, as applicable, (vi) an updated copy of Schedule 3.16(d)
if the Credit Parties have any Commercial Tort Claims not otherwise set forth on such Schedule as of the Closing Date or since
such Schedule was last updated, as applicable, (vii) an updated copy of Schedule 3.16(e) to the extent required to be updated
to make the representation in Section 3.16(e) true and correct, (viii) an updated copy of Schedule 3.16(f)(i)
to the extent any Credit Party is obligated to provide a mortgage or deed of trust on any Property in accordance with Section 5.12,
(ix) an updated copy of Schedule 3.16(f)(ii) to the extent any Credit Party has a (1) headquarter location, (2) location
where any significant administrative or governmental functions are performed, (3) location where any Credit Party maintains books
or records and (4) location where any personal property Collateral is located at any premises owned or leased by a Credit
Party with a Collateral value in excess of $1,000,000 (and an indication whether such location is leased or owned), to the extent
not otherwise set forth on such Schedule as of the Closing Date or since such Schedule was last updated, as applicable, (x) an
updated copy of Schedule 3.23 if any new Material Contract has been entered into since the Closing Date or since such
Schedule was last updated, as applicable, together with a copy of each new Material Contract and (xi) an updated copy of Schedule 3.24
if the Credit Parties or any of their Subsidiaries has altered or acquired any insurance policies since the Closing Date or since
such Schedule was last updated.


 


(d)          Reports;
SEC Filings; Regulatory Reports; Press Releases; Etc. Promptly upon their becoming available, (i) copies of all reports
(other than those provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information
which any Credit Party sends to its shareholders, (ii) copies of all reports and all registration statements and prospectuses,
if any, which any Credit Party may make to, or file with, the SEC (or any successor or analogous Governmental Authority) or any
securities exchange or other private regulatory authority, (iii) all material regulatory reports and (iv) all press releases
and other statements made available by any of the Credit Parties to the public concerning material developments in the business
of any of the Credit Parties.


 


(e)          Calculations.
Within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information including the amount
of all Restricted Payments, Investments (including Permitted Acquisitions), Asset Dispositions, Consolidated Capital Expenditures
and Debt Issuances that were made during the prior fiscal year and amounts received in connection with any Extraordinary Receipt
during the prior fiscal year.


 


(f)          Management
Letters; Etc. Promptly upon receipt thereof, a copy or summary of any other report, or “management letter” or similar
report submitted by independent accountants to any Credit Party or any of their Subsidiaries in connection with any annual, interim
or special audit of the books of such Person.


 




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(g)          Changes
in Corporate Structure. Within ten days prior to any merger, consolidation, dissolution or other change in corporate structure
of any Credit Party or any of its subsidiaries permitted pursuant to the terms hereof, provide notice of such change in corporate
structure to the Administrative Agent.


 


(h)          General
Information. Promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender,
may from time to time reasonably request.


 


Section
5.3              Payment of Taxes and Other Obligations.


 


Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may be, subject, where applicable, to specified grace
periods, (a) all of its federal and other material taxes and (b) all of its other material obligations and material liabilities
of whatever nature in accordance with industry practice and (c) any additional material costs that are imposed as a result
of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount or validity
of any such taxes, obligations and liabilities is currently being contested in good faith by appropriate proceedings and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Credit Parties.


 


Section
5.4              Conduct of Business and Maintenance of Existence.


 


Except as expressly
permitted under Section 6.4, continue to engage in business of the same general type as now conducted by it on the Closing
Date and preserve, renew and keep in full force and effect its corporate or other formative existence and good standing, take all
reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business
and to maintain its goodwill and comply with all Contractual Obligations and Requirements of Law.


 


Section
5.5              Maintenance of Property; Insurance.


 


(a)          Keep
all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and obsolescence
and casualty resulting in a Recovery Event excepted).


 


(b)          Maintain
with financially sound and reputable insurance companies liability, casualty, property and business interruption insurance (including,
without limitation, insurance with respect to its tangible Collateral) in at least such amounts and against at least such risks
as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to
the Administrative Agent, upon the request of the Administrative Agent, full information as to the insurance carried. The Administrative
Agent shall be named (i) as lenders’ loss payee, as its interest may appear with respect to any property insurance,
and (ii) as additional insured, as its interest may appear, with respect to any such liability insurance, and each provider
of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments to be
furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before
any such policy or policies shall be altered or canceled, and such policies shall provide that no act or default of the Credit
Parties or any of their Subsidiaries or any other Person shall affect the rights of the Administrative Agent or the Lenders under
such policy or policies.


 




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(c)          In
case of any material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party
shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage
or destruction.


 


Section
5.6              Maintenance of Books and Records.


 


Keep proper books,
records and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made
of all dealings and transactions in relation to its businesses and activities.


 


Section
5.7              Notices.


 


Give notice in writing
to the Administrative Agent (which shall promptly transmit such notice to each Lender):


 


(a)          promptly,
but in any event within three (3) Business Days after any Credit Party knows thereof, the occurrence of any Default or Event of
Default;


 


(b)          promptly,
any default or event of default under any Contractual Obligation of any Credit Party or any of its Subsidiaries which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $10,000,000;


 


(c)          promptly,
any litigation, or any investigation or proceeding known or threatened to any Credit Party (i) affecting any Credit Party
or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect
or involve a monetary claim in excess of $10,000,000 or involving injunctions or requesting injunctive relief by or against any
Credit Party or any Subsidiary of any Credit Party, (ii) affecting or with respect to this Agreement, any other Credit Document
or any security interest or Lien created thereunder, (iii) involving an environmental claim or potential liability under Environmental
Laws which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iv) by any
Governmental Authority relating to any Credit Party or any Subsidiary thereof and alleging fraud, deception or willful misconduct
by such Person;


 


(d)          of
any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which
could reasonably be expected to have a Material Adverse Effect;


 


(e)          of
any attachment, judgment, lien, levy or order exceeding $10,000,000 that may be assessed against or threatened against any Credit
Party other than Permitted Liens;


 


(f)          as
soon as possible and in any event within thirty (30) days after any Credit Party knows thereof: (i) the occurrence of any
Reportable Event with respect to any ERISA Plan, a failure to make any required contribution to an ERISA Plan, the creation of
any Lien in favor of the PBGC (other than a Permitted Lien) or an ERISA Plan or any withdrawal from, or the termination, Reorganization
or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC
or any Credit Party, any Commonly Controlled Entity or any Multiemployer Plan, with respect to the withdrawal from, or the terminating,
Reorganization or Insolvency of, any ERISA Plan;


 




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(g)          promptly,
any written notice of any material violation received by any Credit Party from any Governmental Authority including, without limitation,
any written notice of a material violation of Environmental Laws;


 


(h)          promptly,
any other development or event which could reasonably be expected to have a Material Adverse Effect;


 


(i)          (i)
prompt written notice of any warning letter (or letter of similar effect or import) from the FDA received by any Person (to the
knowledge of the Borrower in the case of a person that is not the Borrower or a Subsidiary) seeking the withdrawal, recall, suspension,
import detention or seizure of any Product in excess of $10,000,000 or which could reasonably be expected to have, in the aggregate,
a Material Adverse Effect; and


 


(j)          promptly,
any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in parts (c) and (d) of such certification.


 


Each notice pursuant to this Section shall
be accompanied by a statement of an Authorized Officer setting forth details of the occurrence referred to therein and stating
what action the Credit Parties propose to take with respect thereto. In the case of any notice of a Default or Event of Default,
the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof.


 


Section
5.8              Environmental Laws.


 


(a)          Comply
in all material respects with all applicable Environmental Laws and obtain and comply in all material respects with and maintain
any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws; and


 


(b)          Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental
Laws and promptly comply with in all material respects all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings.


 


Section
5.9              Financial Covenants.


 


Comply with the following
financial covenants:


 


(a)          Total
Net Leverage Ratio. The Total Net Leverage Ratio, calculated as of the last day of each fiscal quarter occurring during the
periods set forth below, shall be less than or equal to the following:


 


	Period	 	Ratio
	Closing Date through and including September 30, 2019	 	3.75 to 1.00
	October 1, 2019 through and including September 30, 2020	 	3.50 to 1.00
	October 1, 2020 through and including September 30, 2021	 	3.25 to 1.00
	October 1, 2021 and thereafter	 	3.00 to 1.00


 




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(b)          [Reserved].


 


(c)          Fixed
Charge Coverage Ratio. The Fixed Charge Coverage Ratio, calculated as of the last day of each fiscal quarter, shall be greater
than or equal to 1.25 to 1.00.


 


(d)          Specified
Equity Contribution. Notwithstanding the above, the parties hereto acknowledge and agree that, solely for purposes of calculations
made in determining compliance with this Section 5.9, any cash equity contribution (which equity shall be common equity or other
equity having terms reasonably satisfactory to the Administrative Agent and the Required Lenders) made to the Borrower by the holders
of its Equity Interests following the request therefor by the Borrower during the fiscal quarter or on or prior to the day that
is ten (10) Business Days after the day on which financial statements are required to be delivered with respect to a fiscal year
pursuant to Section 5.1(a) or a fiscal quarter pursuant to Section 5.1(b), as applicable, will be deemed to increase,
dollar for dollar, Consolidated EBITDA for the purposes of determining compliance with the financial covenants contained herein
at the end of such fiscal year or fiscal quarter and each applicable subsequent period (any such equity contribution, a “Specified
Equity Contribution”); provided that (i) in any four (4) fiscal quarter period, there shall be at least two (2)
fiscal quarters in respect of which no Specified Equity Contribution is made, (ii) there shall not be more than three (3) Specified
Equity Contributions made during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no
greater than the amount required to cause the Credit Parties to be in compliance with the financial covenants set forth above,
(iv) the amount of any Indebtedness repaid with the proceeds of the Specified Equity Contribution shall be disregarded for purposes
of calculating the financial covenants set forth above for each such period during which the Specified Equity Contribution is included
in the calculation of Consolidated EBITDA and (v) a Specified Equity Contribution shall only be included in the computation of
the financial covenants for purposes of determining compliance by the Credit Parties with this Section 5.9 and not for any
other purpose under this Agreement (including, without limitation, any determination of the Applicable Margin, any compliance with
this Section 5.9 set forth in the definition of Permitted Acquisition and in the determination of the availability of any
baskets set forth in Article V or Article VI). Upon the making of a Specified Equity Contribution, the financial
covenants in this Section 5.9 shall be recalculated giving effect to the increase in Consolidated EBITDA; provided
that nothing in this subsection shall waive any Default or Event of Default that exists pursuant to clauses (a), (b) or (c) of
this Section 5.9 until such recalculation. If, after giving effect to such recalculation, the Credit Parties are in compliance
with the financial covenants, the Credit Parties shall be deemed to have satisfied the requirements of the financial covenants
as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date
and the applicable Default or Event of Default that had occurred shall be deemed waived and not to have occurred for all purposes
of this Agreement and the other Credit Documents.


 


Section
5.10           Additional Guarantors.


 


The Credit Parties
will cause each of their Subsidiaries (other than Excluded Foreign 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 Credit Parties shall give notice to the Administrative Agent not less than
ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable
discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Credit Parties shall
comply with the requirements of Section 5.12 and shall deliver to the Administrative Agent, with respect to each new Guarantor
to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (f) and (j) and
such other documents or agreements as the Administrative Agent may reasonably request.


 




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Section
5.11           Compliance with Law.


 


Comply with all Requirements
of Law and orders (including Environmental Laws, ERISA and the Patriot Act), and all applicable restrictions imposed by all Governmental
Authorities, applicable to it and the Collateral if noncompliance with any such Requirements of Law, order or restriction could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
5.12           Pledged Assets.


 


(a)          Equity
Interests. Each Credit Party will cause 100% of the Equity Interests in each of its direct or indirect Domestic Subsidiaries
(other than any Excluded Domestic Subsidiary) and 65% (to the extent the pledge of a greater percentage would be unlawful or would
cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interests and 100% of the
non-voting Equity Interests of its first-tier Foreign Subsidiaries (and any Domestic Subsidiary owned by a Foreign Subsidiary and
any CFC Holding Company), in each case to the extent owned by such Credit Party, to be subject at all times to a first priority,
perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other
security documents as the Administrative Agent shall reasonably request.


 


(b)          Personal
Property. Subject to the terms of subsection (c) below, each Credit Party will cause all of its tangible and intangible
personal property now owned or hereafter acquired by it (other than Excluded Assets (as defined in the Security Agreement)) to
be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative
Agent for the benefit of the Secured Parties to secure the Credit Party Obligations pursuant to the terms and conditions of the
Security Documents or such other security documents as the Administrative Agent shall reasonably request.


 


(c)          Real
Property. To the extent otherwise permitted hereunder, if any Credit Party intends to acquire a fee ownership interest in any
real property (“Real Estate”) after the Closing Date and such Real Estate has a fair market value in excess
of $5,000,000, it shall provide to the Administrative Agent within sixty (60) days of such acquisition (or such extended period
of time as agreed to by the Administrative Agent) (i) such security documentation as the Administrative Agent may request
to cause such fee ownership interest in Real Estate to be subject at all times to a first priority, perfected Lien (subject in
each case to Permitted Liens) in favor of the Administrative Agent and (ii) such other documentation as the Administrative
Agent may reasonably request in connection with the foregoing, all in form and substance reasonably satisfactory to the Administrative
Agent; provided, that no Credit Party shall pledge any Real Estate to the Administrative Agent unless and until each Lender
has received at least forty-five (45) days prior written notice that such Real Estate shall become a Mortgaged Property.


 


Section
5.13           [Reserved].


 




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Section
5.14           Landlord Waivers.


 


In the case of (a)
each headquarter location of the Credit Parties, each other location where any significant administrative or governmental functions
are performed and each other location where the Credit Parties maintain any books or records (electronic or otherwise) and (b)
any personal property Collateral located at any other premises leased by a Credit Party containing personal property Collateral
with a value in excess of $1,000,000, the Credit Parties will provide the Administrative Agent with such estoppel letters, consents
and waivers from the landlords on such real property to the extent (i) requested by the Administrative Agent and (ii) the
Credit Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters,
consents and waivers shall be in form and substance satisfactory to the Administrative Agent).


 


Section
5.15           Further Assurances and Post-Closing Covenants.


 


(a)          Public/Private
Designation. The Credit Parties will cooperate with the Administrative Agent in connection with the publication of certain
materials and/or information provided by or on behalf of the Credit Parties to the Administrative Agent and Lenders (collectively,
“Information Materials”) and will designate Information Materials (i) that are either available to the
public or not material with respect to the Credit Parties and their Subsidiaries or any of their respective securities for purposes
of United States federal and state securities laws, as “Public Information” and (ii) that are not Public
Information as “Private Information”.


 


(b)          Additional
Information. The Credit Parties shall provide such information regarding the operations, business affairs and financial condition
of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably request.


 


(c)          Visits
and Inspections. The Credit Parties shall permit representatives of the Administrative Agent or any Lender, from time to time
upon prior reasonable notice and at such times during normal business hours, to visit and inspect its properties (including the
Collateral); inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters
prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets,
liabilities, financial condition, results of operations and business prospects; provided, that so long as no Event of Default
has occurred and is continuing, no more than one such inspection or visit shall occur per calendar year and the Borrower shall
only be required to pay for the reasonable out-of-pocket expenses of one such inspection or visit during a calendar year. Upon
the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing
at any time without advance notice.


 


(d)          Further
Assurances. Upon the reasonable request of the Administrative Agent, promptly perform or cause to be performed any and all
acts, provide or cause to be provided additional financial information or other information similar to what was provided pursuant
to Section 4.1(s), in each case, with respect to the Credit Parties or any of their Subsidiaries and execute or cause to be executed
any and all documents for filing under the provisions of the UCC or any other Requirement of Law which are necessary or advisable
to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that are duly
perfected in accordance with the requirements of, or the obligations of the Credit Parties under, the Credit Documents and all
applicable Requirements of Law.


 




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(e)          Post-Closing
Covenant. The Credit Parties shall execute and deliver the documents and complete the tasks set forth on Schedule 5.15,
in each case within the time limits specified on such schedule (or such later period of time as agreed to by the Administrative
Agent in its sole discretion).


 


Section
5.16           Use of Proceeds.


 


The proceeds of the Extensions of Credit
shall be used by the Borrower in accordance with Section 3.11.


 


Article VI



NEGATIVE COVENANTS


 


Each of the Credit
Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement is in effect,
(b) until the Commitments have terminated, and (c) the Credit Party Obligations and all other amounts owing to the Administrative
Agent or any Lender hereunder are paid in full in cash, that:


 


Section
6.1              Indebtedness.


 


No Credit Party will,
nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)          Indebtedness
arising or existing under this Agreement and the other Credit Documents;


 


(b)          Indebtedness
of the Credit Parties and their Subsidiaries existing as of the Closing Date as referred to in the financial statements referenced
in Section 3.1 (and set out more specifically in Schedule 6.1(b) hereto) and any renewals, refinancings or extensions
thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension and the
terms of any such renewal, refinancing or extension are not less favorable to the obligor thereunder;


 


(c)          Indebtedness
of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred
to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness
when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be
renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such
renewal, refinancing or extension; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any
time outstanding;


 


(d)          Unsecured
intercompany Indebtedness among the Credit Parties and, to the extent permitted pursuant to Section 6.5, their Subsidiaries; provided
that any such Indebtedness shall be (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory
to the Administrative Agent and (ii) to the extent required by the Administrative Agent, evidenced by promissory notes which shall
be pledged to the Administrative Agent as Collateral for the Credit Party Obligations;


 




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(e)          Indebtedness
and obligations owing under (i) Bank Products and (ii) other Hedging Agreements entered into in order to manage existing or anticipated
interest rate, exchange rate or commodity price risks and not for speculative purposes;


 


(f)          Indebtedness
of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in a transaction permitted hereunder in an
aggregate principal amount not to exceed $15,000,000 for all such Persons; provided that (A) the Credit Parties shall be
in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 hereof, recalculated for the most
recently ended fiscal quarter for which information is available and (B) any such Indebtedness was not created in anticipation
of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Credit
Party;


 


(g)          Indebtedness
arising from agreements providing for indemnification and purchase price adjustment obligations or similar obligations, or from
guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Credit Party or its Subsidiaries
pursuant to such agreements, in connection with Dispositions, other sales of assets or Permitted Acquisitions;


 


(h)          Subordinated
Debt or unsecured Indebtedness; provided that (i) if such Indebtedness is secured, it shall be subordinated to the
Credit Party Obligations in a manner reasonably acceptable to the Administrative Agent and shall otherwise be issued on terms and
conditions reasonably satisfactory to the Administrative Agent, (ii) the Total Net Leverage Ratio of the Credit Parties and their
Subsidiaries is not greater than 0.25 to 1.0 less than the then applicable level set forth in Section 5.9, calculated on a Pro
Forma Basis after giving effect to the incurrence of such Indebtedness and (iii) at the time such Indebtedness is incurred, no
Default or Event of Default shall exist or shall result therefrom;


 


(i)          the
Existing Notes or any Permitted Refinancing Indebtedness in respect thereof;


 


(j)          Guaranty
Obligations in respect of Indebtedness of a Credit Party to the extent such Indebtedness is permitted to exist or be incurred pursuant
to this Section;


 


(k)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business and other Indebtedness in respect of obligations under any agreement or arrangement to
provide cash management services, including treasury, depository, overdraft, return items, purchasing card, travel and entertainment
card, credit or debit card, electronic funds transfer, automated clearing house transfers of funds and other cash management arrangements
in the ordinary course of business;


 


(l)          trade
payables, accruals and accounts payable in the ordinary course of business (in each case to the extent not overdue) not for Funded
Debt;


 


(m)         Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such person in each case incurred in the ordinary
course of business;


 


(n)          Indebtedness
in respect of performance bonds, bid bonds, surety and (other than surety bonds required in connection with any 401(d) plan(s)
maintained by the Credit Parties) and similar obligations, not to exceed $1,000,000 in the aggregate at any time outstanding, in
each case provided in the ordinary course of business;


 




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(o)          Indebtedness
consisting of insurance premiums accrued but not yet due;


 


(p)          [reserved];


 


(q)          Indebtedness
in respect of taxes, assessments or governmental charges which are permitted to be outstanding in accordance with the terms hereof;


 


(r)          Indebtedness
consisting of judgments not otherwise constituting an Event of Default;


 


(s)          Indebtedness
consisting of deferred purchase price or notes issued to officers, directors and employees to purchase or redeem Equity Interests
of Borrower in an amount not to exceed $1,000,000 at any time outstanding;


 


(t)          unsecured
Indebtedness in the form of Contingent Payments; provided that (i) the Total Net Leverage Ratio of the Credit Parties and
their Subsidiaries is not greater than 0.25 to 1.0 less than the then applicable level set forth in Section 5.9, calculated on
a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and (ii) at the time such Indebtedness is incurred,
no Default or Event of Default shall exist or shall result therefrom; and


 


(u)          refinancings
of Indebtedness permitted under this Section 6.1.


 


Section
6.2              Liens.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien with respect to any
of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter
acquired, except for the following (the “Permitted Liens”):


 


(a)          Liens
created by or otherwise existing under or in connection with this Agreement or the other Credit Documents in favor of the Administrative
Agent on behalf of the Secured Parties;


 


(b)          Liens
in favor of a Bank Product Provider in connection with a Bank Product; provided that such Liens shall secure the Credit
Party Obligations on a pari passu basis;


 


(c)          Liens
securing purchase money Indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section
6.1(c); provided, that (i) any such Lien attaches to such property concurrently with or within thirty (30) days after
the acquisition thereof and (ii) such Lien attaches solely to the property so acquired in such transaction;


 


(d)          Liens
for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace, if any, related thereto
has not expired or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with
respect thereto are maintained on the books of any Credit Party or its Subsidiaries, as the case may be, in conformity with GAAP;


 




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(e)          statutory
Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s
or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days
or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision
shall have been made therefor and the aggregate amount of such Liens is less than $1,000,000;


 


(f)          pledges
or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation (other
than any Lien imposed by ERISA) and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;


 


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


 


(h)          easements,
rights of way, restrictions and other similar encumbrances affecting real property which do not in any case materially interfere
with the ordinary conduct of the business of the applicable Person;


 


(i)          Liens
existing on the Closing Date and set forth on Schedule 1.1(b); provided that (i) no such Lien shall at any time
be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and improvements
thereon and (ii) the principal amount of the Indebtedness secured by such Lien shall not be extended, renewed, refunded or
refinanced;


 


(j)          any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred
to in this definition (other than Liens set forth on Schedule 1.1(b)); provided that such extension, renewal or replacement
Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements
on such property);


 


(k)          Liens
arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s
Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets
credited thereto) or other funds maintained with a depository institution or securities intermediary;


 


(l)          any
reservation, covenant, zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;


 


(m)          restrictions
on transfers of securities imposed by applicable Securities Laws;


 


(n)          Liens
arising out of judgments or awards not resulting in an Event of Default; provided that the applicable Credit Party or Subsidiary
shall in good faith be prosecuting an appeal or proceedings for review, to the extent available;


 


(o)          any
Lien securing Indebtedness permitted under Section 6.1(f) existing on any property or asset (other than Accounts and Inventory
(each as defined in the Security Agreement)) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on
any property or asset (other than Accounts and Inventory (each as defined in the Security Agreement)) of any Person that becomes
a Credit Party after the date hereof prior to the time such Person becomes a Credit Party; provided that (i) such Lien is
not created in contemplation of or in connection with such acquisition or such Person becoming a Credit Party, as the case may
be, (ii) such Lien shall not apply to any other property or assets of the Credit Party and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such Person becomes a Credit Party, as the case may be;


 




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(p)          any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Credit Party or any
Subsidiary thereof in the ordinary course of its business and covering only the assets so leased, licensed or subleased;


 


(q)          Liens
in favor of the Administrative Agent, Issuing Lender and/or Swingline Lender to Cash Collateralize or otherwise secure the obligations
of a Defaulting Lender to fund risk participations hereunder;


 


(r)          assignments
of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens
or rights reserved in any lease for rent or for compliance with the terms of such lease;


 


(s)          Liens
securing Indebtedness permitted pursuant to Section 6.1(h);


 


(t)          additional
Liens so long as the principal amount of Indebtedness and other obligations secured thereby does not exceed $1,000,000 in the aggregate;


 


(u)          non-exclusive
licenses or sublicenses of intellectual property granted by any Credit Party in the ordinary course of business;


 


(v)         Liens
on insurance premiums permitted under Section 6.1;


 


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


 


(x)          Liens
in the nature of setoff, refund or chargeback in favor of counterparties to contractual arrangements with Credit Parties in the
ordinary course of business.


 


Notwithstanding the
foregoing, if a Credit Party shall grant a Lien on any of its assets in violation of this Section, then it shall be deemed to have
simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the ratable benefit
of the Secured Parties, to the extent such Lien has not already been granted to the Administrative Agent.


 


Section
6.3              Nature of Business.


 


No Credit Party will,
nor will it permit any Subsidiary to, alter the character of its business in any material respect from that conducted as of the
Closing Date.


 


Section
6.4              Consolidation, Merger, Purchase and Sale of Assets,
etc.


 


The Credit Parties
will not, nor will they permit any Subsidiary to,


 


(a)          dissolve,
liquidate or wind up its affairs, or sell, transfer, lease or otherwise dispose of its property or assets (each a “Disposition”)
or agree to do so at a future time, except the following, without duplication, shall be expressly permitted:


 




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(i)          (A)         the
sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (B) the conversion
of cash into Cash Equivalents and Cash Equivalents into cash, in each case so long as such Disposition is for fair market value;


 


(ii)         the
sale, transfer or other disposition of property or assets to an unrelated party not in the ordinary course of business where and
to the extent that they are the result of a Recovery Event to the extent Net Cash Proceeds from such Recovery Event are reinvested
or used to make mandatory prepayments pursuant to Section 2.7(b)(vi) or resulting from any condemnation or taking under power of
eminent domain or similar proceeding;


 


(iii)        the
sale, lease, transfer or other disposition for fair market value of machinery, parts and equipment no longer used or useful in
the conduct of the business of the Credit Parties or any of their Subsidiaries;


 


(iv)        so
long as no Default or Event of Default shall exist or shall result therefrom, the (A) sale, lease or transfer of property or assets
(1) from a Credit Party or a Subsidiary of a Credit Party to a Credit Party or (2) among Subsidiaries that are not Credit Parties
or the (B) dissolution of (1) any Credit Party (other than the Borrower) to the extent any and all assets of such Credit Party
are distributed to another Credit Party or (2) any Subsidiary that is not a Credit Party to the extent any and all assets of such
Subsidiary are distributed to a Credit Party or another Subsidiary that is not a Credit Party;


 


(v)         the
termination of any Hedging Agreement; provided, that no Event of Default shall exist or shall result therefrom;


 


(vi)        the
sale, lease or transfer of property (including real property) or assets not to exceed $5,000,000 in the aggregate in any fiscal
year; provided, that (A) the Credit Parties shall be in compliance on a Pro Forma Basis with the financial covenants set
forth in Section 5.9 hereof, recalculated for the most recently ended fiscal quarter for which information is available,
(B) such Disposition shall be for fair market value and (C) no Default or Event of Default shall exist or shall result therefrom;


 


(vii)       sales,
transfers and dispositions of Accounts (as defined in the Security Agreement) in connection with the compromise, settlement or
collection thereof;


 


(viii)      licenses
of intellectual property granted in the ordinary course of business;


 


(ix)         lapse
or termination of immaterial intellectual property that is no longer useful to its business; and


 


(x)          termination,
surrender or sublease of a real estate lease in the ordinary course of business;


 


provided
that with respect to clauses (i)(A), (ii), (iii) and (vi) above, at least 75% of the consideration received therefor by the
Credit Parties or any such Subsidiary shall be in the form of cash or Cash Equivalents; provided, further, that with
respect to sales of assets permitted hereunder only, the Administrative Agent shall be entitled, without the consent of any Lender,
to release its Liens relating to the particular assets sold; or


 




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(b)          effect
any merger or consolidation, except for (i) Investments or acquisitions permitted pursuant to Section 6.5 so long as
the Credit Party subject to such merger or consolidation is the surviving entity, (ii) (y) the merger or consolidation of
a Subsidiary that is not a Credit Party with and into a Credit Party; provided that such Credit Party will be the surviving
entity and (z) the merger or consolidation of a Credit Party with and into another Credit Party; provided that if the Borrower
is a party thereto, the Borrower will be the surviving corporation, and (iii) the merger or consolidation of a Subsidiary
that is not a Credit Party with and into another Subsidiary that is not a Credit Party.


 


Section
6.5              Advances, Investments and Loans.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, make any Investment or contract to make any Investment except for the following
(the “Permitted Investments”):


 


(a)          cash
and Cash Equivalents;


 


(b)          Investments
existing as of the Closing Date as set forth on Schedule 1.1(a);


 


(c)          extensions
of trade credit in the ordinary course of business, including receivables owing to the Credit Parties or any of their Subsidiaries
or any receivables and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;


 


(d)          Investments
in and loans to any Credit Party;


 


(e)          loans
and advances to officers, directors and employees in an aggregate amount not to exceed $5,000,000 at any time outstanding; provided
that such loans and advances shall comply with all applicable Requirements of Law (including Sarbanes-Oxley);


 


(f)          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;


 


(g)          Permitted
Acquisitions;


 


(h)          Investments
in (i) Subsidiaries that are not Credit Parties in an aggregate amount not to exceed $10,000,000 at any one time outstanding, (ii)
joint ventures in an aggregate amount not to exceed $5,000,000 at any one time outstanding and (iii) Subsidiaries that are not
Credit Parties by other Subsidiaries that are not Credit Parties;


 


(i)          Investments
consisting of Bank Products to the extent permitted hereunder;


 


(j)          additional
loan advances and/or Investments of a nature not contemplated by the foregoing clauses hereof; provided that (i) such loans,
advances and/or Investments made after the Closing Date pursuant to this clause shall not exceed an aggregate amount of $5,000,000
at any one time outstanding, and (ii) no Default or Event of Default shall exist or shall result therefrom;


 


(k)          notes
payable or stock or other securities issued by account debtors pursuant to negotiated agreements with respect to settlement of
such account debtor’s Accounts (as defined in the Security Agreement) in the ordinary course of business;


 




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(l)          salary
advances, travel expense advances, advances against commissions and other similar advances to employees in the ordinary course
of business; and


 


(m)         deposits
with landlords in the ordinary course of business to secure or support obligations of Credit Parties under the lease of real property.


 


Section
6.6              Transactions with Affiliates.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, enter into any transaction or series of transactions, whether or not in the ordinary
course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable
as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder
or Affiliate, other than (a) transactions solely between or among (i) Credit Parties or (ii) Subsidiaries that are not Credit Parties,
(b) investments in Subsidiaries permitted by Section 6.5 and (c) any Restricted Payment permitted by Section 6.9.


 


Section
6.7              Corporate Changes; Material Contracts.


 


No Credit Party will,
nor will it permit any of its Subsidiaries to, (a) change its fiscal year or (b) amend, modify or change its articles
of incorporation, certificate of designation (or corporate charter or other similar organizational document) operating agreement
or bylaws (or other similar document) in any respect materially adverse to the interests of the Lenders without the prior written
consent of the Required Lenders. No Credit Party shall (a) (i) except as permitted under Section 6.4, alter its legal
existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially
all of its assets, (ii) change its state of incorporation or organization, without providing thirty (30) days prior written
notice to the Administrative Agent and without filing (or confirming that the Administrative Agent has filed) such financing statements
and amendments to any previously filed financing statements as the Administrative Agent may require, or (iii) change its registered
legal name, without providing thirty (30) days prior written notice to the Administrative Agent and without filing (or confirming
that the Administrative Agent has filed) such financing statements and amendments to any previously filed financing statements
as the Administrative Agent may require, (b) [reserved], (c) have more than one state of incorporation, organization or formation
or (d) change its accounting method (except in accordance with GAAP) in any manner adverse to the interests of the Lenders
without the prior written consent of the Required Lenders.


 


Section
6.8              Limitation on Restricted Actions.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions
to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits,
(b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party,
(d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge
its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof or amend
or otherwise modify the Credit Documents, except (in respect of any of the matters referred to in clauses (a)-(d) above) for
such encumbrances or restrictions existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable
law, (iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that
any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (iv)
customary provisions in leases, licenses and contracts restricting assignments thereof, or (iv) any Permitted Lien or any
document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to
the asset or assets subject to such Permitted Lien.


 




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Section
6.9              Restricted Payments.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay
any Restricted Payment, except:


 


(a)          to
make dividends payable solely in the same class of Equity Interests of such Person;


 


(b)          to
make dividends or other distributions payable to the Credit Parties (directly or indirectly through its Subsidiaries);


 


(c)          so
long as no Default or Event of Default shall have occurred or would result therefrom and the Credit Parties are in compliance on
a Pro Forma Basis with the financial covenants set forth in Section 5.9 after giving effect thereto, to pay dividends and/or redeem
shares of common stock in an aggregate amount not to exceed $25,000,000 per fiscal year; and


 


(d)          to
make regularly scheduled payments of interest on the Existing Notes and similar payments in respect of Permitted Refinancing Indebtedness
and, so long as no Default or Event of Default shall have occurred or would result therefrom and the Credit Parties are in compliance
on a Pro Forma Basis with the financial covenants set forth in Section 5.9 after giving effect thereto, to redeem or repay principal
Indebtedness under the Existing Notes or any Permitted Refinancing Indebtedness in replacement thereof.


 


Notwithstanding the foregoing, and for
the avoidance of doubt, the conversion by holders of (including any cash payment upon conversion), or required payment of any principal
or premium on, or required payment of any interest with respect to, any Existing Notes, in each case, in accordance with the terms
of the Existing Notes Indenture shall not constitute a Restricted Payment.


 


Notwithstanding the foregoing, the Borrower
may repurchase, exchange or induce the conversion of Existing Notes by delivery of shares of the Borrower’s common stock
and/or Permitted Refinancing Indebtedness.


 


Section
6.10           Sale Leasebacks.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, directly or indirectly, become or remain liable as lessee or as guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any property (whether real, personal
or mixed), whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary has sold or transferred or
is to sell or transfer to a Person which is not a Credit Party or a Subsidiary or (b) which any Credit Party or any Subsidiary
intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by
a Credit Party or a Subsidiary to another Person which is not a Credit Party or a Subsidiary in connection with such lease.


 




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Section
6.11           No Further Negative Pledges.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon any of their properties or assets, whether now owned or hereafter acquired,
or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant
to this Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred
pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (c) customary provisions in leases, licenses and contracts restricting assignments
thereof and (d) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided
that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien.


 


Section
6.12           Account Control Agreements; Additional Bank Accounts.


 


Set forth on Schedule 3.16(c)
is a complete and accurate list of all checking, savings or other accounts (including securities accounts) of the Credit Parties
at any bank or other financial institution, or any other account where money is or may be deposited or maintained with any Person
as of the Closing Date. Each of the Credit Parties will not open, maintain or otherwise have any checking, savings or other accounts
(including securities accounts) at any bank or other financial institution, or any other account where money is or may be deposited
or maintained with any Person, other than (a) deposit accounts that are subject to a Deposit Account Control Agreement or
are held with the Administrative Agent, (b) securities accounts that are subject to a Securities Account Control Agreement,
(c)  deposit accounts established solely as payroll and other zero balance accounts and (d) other deposit accounts, so
long as of any time the balance in such other deposit accounts referred to in this clause (d) does not exceed $100,000 and the
aggregate balance in all such accounts does not exceed $250,000.


 


Section
6.13           [Reserved].


 


Section
6.14           Amendments to Subordinated Debt Documents.


 


The Credit Parties
will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders, amend, modify, waive
or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated
Debt in a manner that is adverse to the interests of the Lenders.


 


Section
6.15           Changes in Delaware Law.


                
 


Notwithstanding anything
herein or any other Credit Document to the contrary, any Credit Party that is a limited liability company may divide itself into
two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under
the Delaware Limited Liability Company Act or otherwise) without the prior written consent of the Administrative Agent so long
as all such limited liability companies or series thereof are Borrowers (if the entity divided is a Borrower) or Guarantors (if
the entity divided is a Guarantor) and such new Borrowers or new Guarantors, as applicable, comply with the obligations set forth
in Section 5.15 and the other applicable further assurances obligations set forth in the Credit Documents.


               
 




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Article VII


 


EVENTS OF DEFAULT


 


Section
7.1              Events of Default.


 


An Event of Default
shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):


 


(a)          Payment.
(i) Any Credit Party shall fail to pay any principal on any Loan or Note when due (whether at maturity, by reason of acceleration
or otherwise) in accordance with the terms hereof or thereof; or (ii) any Credit Party shall fail to reimburse the Issuing
Lender for any LOC Obligations when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms
hereof; or (iii) any Credit Party shall fail to pay any interest on any Loan or any fee or other amount payable hereunder
when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms hereof and such failure shall
continue unremedied for three (3) days; or (iv) any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing
or in respect of any other Guaranty Obligations hereunder (after giving effect to the grace period in clause (iii)); or


 


(b)          Misrepresentation.
Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or
which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with
this Agreement shall prove to have been (i) with respect to representations and warranties that contain a materiality qualification,
incorrect or false on or as of the date made or deemed made and (ii) with respect to representations and warranties that do not
contain a materiality qualification, incorrect or false in any material respect on or as of the date made or deemed made; or


 


(c)          Covenant
Default.


 


   (i)          Any
Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in (A) Sections 5.4,
5.7, 5.9, 5.11, 5.15, 5.16 or Article VI hereof (other than Section 6.12) or (B) Sections 5.1 or 5.2 and, with respect
to this clause (B) only, such breach or failure to comply is not cured within five (5) Business Days of its occurrence; or


 


   (ii)         Any
Credit Party shall fail to comply with any other covenant contained in this Agreement or the other Credit Documents or any other
agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party
in favor of the Administrative Agent or the Lenders (other than as described in Sections 7.1(a) or 7.1(c)(i) above) and, with
respect to this clause (ii) only, such breach or failure to comply is not cured within thirty (30) days of its occurrence;
or


 


(d)          Indebtedness
Cross-Default. (i) Any Credit Party or any of its Subsidiaries shall default in any payment of principal of or interest
on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at
least $10,000,000 for the Credit Parties and any of their Subsidiaries in the aggregate beyond any applicable grace period (not
to exceed forty-five (45) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or
(ii) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any other agreement or
condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount
outstanding of at least $10,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries
of such Indebtedness (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 become due prior to its stated maturity or to be repurchased, prepaid, deferred
or redeemed (automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any
payment obligation under any Hedging Agreement that is a Bank Product; or


 




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(e)          Criminal
Forfeiture. Any Credit Party shall be criminally indicted or convicted under any law that could lead to a forfeiture of any
property of any Credit Party; or


 


(f)          Bankruptcy
Default. (i) A Credit Party or any of its Subsidiaries shall commence any case, proceeding or other action (A) under
any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief
of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for
it or for all or any substantial part of its assets, or a Credit Party or any of its Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against a Credit Party or any of its Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60)
days; or (iii) a Credit Party or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i) or (ii) above; or (iv) a Credit Party or
any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts
as they become due; or


 


(g)          Judgment
Default. (i) One or more monetary judgments or decrees shall be entered against a Credit Party or any of its Subsidiaries involving
in the aggregate a liability (to the extent not covered by insurance) of $10,000,000 or more and all such judgments or decrees
shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within forty-five (45) days from the
entry thereof or (ii) any injunction, temporary restraining order or similar decree shall be issued against a Credit Party or any
of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
or


 


(h)          ERISA
Default. The occurrence of any of the following: (i) Any Person shall engage in any “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any ERISA Plan, (ii) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any ERISA
Plan or any Lien in favor of the PBGC or an ERISA Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable
Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely
to result in the termination of such ERISA Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate
for purposes of Title IV of ERISA, (v) a Credit Party, any of its Subsidiaries or any Commonly Controlled Entity shall, or
in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist
with respect to an ERISA Plan that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect; or


 




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(i)          Change
of Control. There shall occur a Change of Control; or


 


(j)          Invalidity
of Guaranty. At any time after the execution and delivery thereof, the Guaranty, for any reason other than the satisfaction
in full of all Credit Party Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or
shall be declared to be null and void, or any Credit Party shall contest the validity, enforceability, perfection or priority of
the Guaranty, any Credit Document, or any Lien granted thereunder in writing or deny in writing that it has any further liability,
including with respect to future advances by the Lenders, under any Credit Document to which it is a party; or


 


(k)          Invalidity
of Credit Documents. Any Credit Document shall fail to be in full force and effect or to give the Administrative Agent and/or
the Lenders the security interests, liens, rights, powers, priority and privileges purported to be created thereby (except as such
documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities
and provisions which by their terms shall survive) or any Lien shall fail to be a first priority, perfected Lien (subject to Permitted
Liens) on a material portion of the Collateral; or


 


(l)          Subordinated
Debt. Any default (which is not waived or cured within the applicable period of grace) or event of default shall occur under
any Subordinated Debt or the subordination provisions contained therein shall cease to be in full force and effect or shall cease
to give the Lenders the rights, powers and privileges purported to be created thereby; or


 


(m)         Classification
as Senior Debt. The Credit Party Obligations shall cease to be classified as “Senior Indebtedness,” “Designated
Senior Indebtedness” or any similar designation under any Subordinated Debt instrument; or


 


(n)          Business
Disruption. There shall occur a cessation of a substantial part of the business of any Credit Party which could reasonably
be expected to have a Material Adverse Effect; or any Credit Party shall suffer the loss or revocation of any material license
or permit now held or hereafter acquired by any Credit Party which loss could reasonably be expected to have a Material Adverse
Effect; or any Credit Party shall be enjoined, restrained or in any way prevented by court, governmental or administrative order
from conducting all or any material part of its business affairs which injunction, restraint or other prevention could reasonably
be expected to have a Material Adverse Effect; or


 


(o)          Uninsured
Loss. Any uninsured damage to or loss, theft or destruction of any assets of the Credit Parties or any of their Subsidiaries
shall occur that is in excess of $10,000,000 (excluding customary deductible thresholds established in accordance with historical
past practices); or


 


(p)          FDA.
(i) The FDA or any other Governmental Authority initiates enforcement action against any Credit Party or any of its Subsidiaries,
or any suppliers that causes such Credit Party or Subsidiary to recall, withdraw, remove or discontinue marketing any of its Products
which could reasonably be expected, in the aggregate, to have a Material Adverse Effect or (ii) the FDA or any other Governmental
Authority issues a warning letter to any Credit Party or any of its Subsidiaries with respect to any Regulatory Matter which could
reasonably be expected, in the aggregate, to have a Material Adverse Effect.


 




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If a Default shall
have occurred under the Credit Documents, then such Default will continue to exist until it either is cured (to the extent specifically
permitted) in accordance with the Credit Documents or is otherwise expressly waived by Administrative Agent (with the approval
of requisite Lenders (in their sole and absolute discretion) as determined in accordance with Section 9.1); and once an Event
of Default occurs under the Credit Documents, then such Event of Default will continue to exist until it is expressly waived by
the requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in Section 9.1.


 


Section
7.2              Acceleration; Remedies.


 


Upon the occurrence
and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a Bankruptcy Event, automatically
the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit
Documents (including, without limitation, the maximum amount of all contingent liabilities under Letters of Credit) shall immediately
become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken:
(i) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required
Lenders, the Administrative Agent shall, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately
terminate; (ii) the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent
shall, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes to be due
and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations
for subsequent drawings under then outstanding Letters of Credit an amount equal to the maximum amount of which may be drawn under
Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) with the written
consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative
Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under applicable law.


 


Article VIII



THE ADMINISTRATIVE AGENT


 


Section
8.1              Appointment and Authority.


 


Each of the Lenders
and the Issuing Lender hereby irrevocably appoints Citizens to act on its behalf as the Administrative Agent hereunder and under
the other Credit 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
Issuing Lender, and neither the Borrower nor any other Credit 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 Credit 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.


 




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Section
8.2           Rights as a Lender.


 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities
of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the
Borrower 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.


 


Section
8.3           Exculpatory Provisions.


 


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


 


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


 


(ii)         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 Credit 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 Credit 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 Credit
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


 


(iii)        shall
not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to any Credit 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.


 


(b)      The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 9.1 and 7.2) 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 to the Administrative Agent in writing by the Borrower, a Lender or an Issuing Lender.


 




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(c)       The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other Credit 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 Credit Document or any
other agreement, instrument or document or (v) 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.


 


Section
8.4           Reliance by Administrative Agent.


 


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


 


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


 


Section
8.6           Resignation of Administrative Agent.


 


(a)       The
Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, with the written consent of Borrower (such consent
not to be unreasonably withheld and which consent shall not be required during any period in which a Default or Event of Default
exists), 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 Issuing Lender, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that in no event shall any such 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.


 




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(b)          If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required
Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the
Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance
with such notice on the Removal Effective Date.


 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case
of any Collateral held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Credit Documents,
the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is
appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to
each Lender and the Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative
Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents.
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation
or removal hereunder and under the other Credit Documents, the provisions of this Article and Section 9.5 shall continue in
effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as Administrative Agent.


 


Section
8.7              Non-Reliance on Administrative Agent and Other Lenders.


 


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


 




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Section
8.8           No Other Duties, Etc.


 


Anything herein to
the contrary notwithstanding, none of the bookrunners or arrangers listed on the cover page hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or an Issuing Lender hereunder.


 


Section
8.9           Administrative Agent May File Proof of Claim.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative
Agent (irrespective of whether the principal of any Loan or LOC 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 (but not obligated) 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, LOC Obligations
and all other 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 Issuing Lender and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative Agent under Sections 2.5 and 9.5)
allowed in such judicial proceeding; and


 


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


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender and Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the Issuing Lender, 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 2.5 and 9.5.


 


Section
8.10         Collateral and Guaranty Matters.


 


(a)       The
Lenders and the Bank Product Provider irrevocably authorize and direct the Administrative Agent:


 


(i)          to
release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (A) upon termination
of the Commitments and payment in full of all Credit Party Obligations (other than contingent indemnification obligations) and
the expiration or termination of all Letters of Credit, (B) 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 under the Credit Documents, or (C) subject
to Section 9.1, if approved, authorized or ratified in writing by the Required Lenders;


 




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(ii)         to
subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document to the holder of
any Lien on such Collateral that is permitted by Section 6.2(c); and


 


(iii)        to
release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Guarantor as a result of
a transaction permitted hereunder.


 


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 Collateral, or to release any Guarantor from its obligations
under the Guaranty pursuant to this Section.


 


(b)       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 Credit 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.


 


Section
8.11         Notice of Default.


 


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided,
however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Agreement expressly requires
that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the
Lenders, as the case may be.


 


Section
8.12         Indemnification.


 


The Lenders agree to
indemnify the Administrative Agent, the Issuing Lender, and the Swingline Lender in its capacity hereunder and their Affiliates
and their respective officers, directors, agents and employees (to the extent not reimbursed by the Credit Parties and without
limiting the obligation of the Credit Parties to do so), ratably according to their respective Commitment Percentages in effect
on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including,
without limitation, at any time following the payment of the Credit Party Obligations) be imposed on, incurred by or asserted against
any such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to
herein or therein or the Transactions or any action taken or omitted by any such indemnitee under or in connection with any of
the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from
such indemnitee’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements
in this Section shall survive the termination of this Agreement and payment of the Notes, any Reimbursement Obligation and all
other amounts payable hereunder.


 




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Section
8.13         Credit Bidding.


 


(a)       The
Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit
of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative
Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted
under the provisions of the Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at
any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with
applicable law.


 


(b)       Each
Lender hereby agrees that, except as otherwise provided in any Credit Documents or with the written consent of the Administrative
Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Credit Documents, or
exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar
dispositions of Collateral.


 


Article IX



MISCELLANEOUS


 


Section
9.1           Amendments, Waivers, Consents and Release of Collateral.


 


Neither this Agreement
nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, modified, extended, restated, replaced,
or supplemented (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section, nor may
Collateral be released except as specifically provided for herein or in the Security Documents. The Required Lenders may or, with
the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions
to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder
or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify
in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default
and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent
shall:


 


(i)          (A)
reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or (B) reduce the stated
rate of any interest or fee payable hereunder (except in connection with (x) a waiver of the Default Rate, which shall be determined
by a vote of the Required Lenders or (y) any amendment to this Agreement to provide for an alternative benchmark interest rate
for LIBOR Rate Loans in the case where LIBOR (or any component thereof) is no longer available on account of the implementation
of the policy announced by the U.K. Financial Conduct Authority on July 27, 2017 (or otherwise), in which case, only the consent
of the Borrower, the Required Lenders and the Administrative Agent shall be required)) or (C) extend the scheduled date of any
payment of any Loan or Note or any installment thereon or (D) increase the amount or extend the expiration date of any Lender’s
Commitment (or reinstate any Commitment terminated pursuant to Section 2.6), in each case without the written consent of each Lender
directly affected thereby; provided that, it is understood and agreed that (1) no waiver, reduction or deferral of
a mandatory prepayment required pursuant to Section 2.7(b), nor any amendment of Section 2.7(b) or the definitions of
Asset Disposition, Debt Issuance, Equity Issuance or Extraordinary Receipt, shall constitute a reduction of the amount of, or an
extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note, (2) any reduction
in the stated rate of interest on Revolving Loans shall only require the written consent of each Lender holding a Revolving Commitment,
(3) any reduction in the stated rate of interest on the Term Loans shall only require the written consent of each Lender holding
a portion of the outstanding Term Loans and (4) in the event LIBOR is discontinued, any amendment to the calculation of LIBOR in
accordance with such definition shall only require the consent of the Required Lenders; or


 




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(ii)         amend,
modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without
the written consent of all the Lenders; or


 


(iii)        release
the Borrower or all or substantially all of the value of the Guaranty, without the written consent of all of the Lenders; provided
that the Administrative Agent may release any Guarantor permitted to be released pursuant to the terms of this Agreement; or


 


(iv)        release
all or substantially all of the value of the Collateral without the written consent of all of the Lenders; provided that
the Administrative Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security
Documents; or


 


(v)         except
as permitted by Section 8.10, subordinate the Loans to any other Indebtedness without the written consent of all of the
Lenders; or


 


(vi)        permit
a Letter of Credit to have an original expiry date more than twelve (12) months from the date of issuance without the consent of
each of the Revolving Lenders; provided, that the expiry date of any Letter of Credit may be extended in accordance with
the terms of Section 2.3(a); or


 


(vii)       permit
the Borrower to assign or transfer any of its rights or obligations under this Agreement or other Credit Documents without the
written consent of all of the Lenders; or


 


(viii)      amend,
modify or waive any provision of the Credit Documents requiring consent, approval or request of all Lenders without the written
consent of all the Lenders; or


 


(ix)         amend,
modify or waive (A) the order in which Credit Party Obligations are paid or (B) the pro rata sharing of payments by and among the
Lenders, in each case in accordance with Section 2.11(b) or Section 9.7(b) without the written consent of each
Lender directly affected thereby; or


 


(x)          amend,
modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or


 




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(xi)         amend
or modify the definition of Credit Party Obligations to delete or exclude any obligation or liability described therein without
the written consent of each Lender directly affected thereby; or


 


(xii)        amend
the definitions of “Hedging Agreement,” “Bank Product,” or “Bank Product Provider” without
the consent of any Bank Product Provider that would be adversely affected thereby;


 


provided, further, that no
amendment, waiver or consent affecting the rights or duties of the Administrative Agent, the Issuing Lender or the Swingline Lender
under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, the Issuing
Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action.


 


Any such waiver, any
such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the
case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event
of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.


 


Notwithstanding any
of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment,
modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.6).


 


Notwithstanding any
of the foregoing to the contrary, the Credit Parties and the Administrative Agent, without the consent of any Lender, may enter
into any amendment, modification or waiver of any Credit Document, or enter into any new agreement or instrument, to (i) effect
the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property
to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security
interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable
law or (ii) correct any obvious error or omission of a technical nature, in each case that is immaterial (as determined by the
Administrative Agent), in any provision of any Credit Document, if the same is not objected to in writing by the Required Lenders
within five (5) Business Days following receipt of notice thereof. Furthermore, to the extent necessary to effect any modification
in accordance with the terms of the Engagement Letter, the Credit Parties agree to enter into any amendment, modification or waiver
of any Credit Document to the extent reasonably required by the Administrative Agent.


 




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Notwithstanding the
fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) 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 supersedes the unanimous consent provisions set forth herein, (b) the
Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding
and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (i)
that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the extent such
amendment, waiver or consent impacts such Defaulting Lender more than the other Lenders.


 


For the avoidance of
doubt and notwithstanding any provision to the contrary contained in this Section 9.1, this Agreement may be amended (or amended
and restated) with the written consent of the Credit Parties and the Administrative Agent in accordance with Section 2.22.


 


Section
9.2           Notices.


 


(a)       Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


		(i)	If to the Borrower or any other Credit Party:



 


ANI Pharmaceuticals,
Inc.


210 Main
Street West


Baudette,
MN 56623


Attention:
Stephen Carey


Telephone:


Fax:


Email: Stephen.carey@anipharmaceuticals.com


 


		(ii)	If to the Administrative Agent:



 


Citizens Bank, N.A., as Administrative
Agent


28 State
Street


Boston, Massachusetts
02109


Attention: Harriette M. Batson


Telephone: (617) 944-7062


Email: Harriette.M.Batson@citizensbank.com


 


		(iii)	If to the Issuing Lender:



 


Citizens Bank, N.A., as Administrative
Agent


600 Washington
Blvd, CS 117E


Stamford,
CT 06901


Attention:
Prasanna Manyem


Telephone:
(203) 900-6832


Email: prasanna.manyem@citizensbank.com


 


(iv)        if
to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 


Notices sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices
sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered
through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 




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(b)       Electronic
Communications. Notices and other communications to the Lenders, the Swingline Lender and the Issuing Lender hereunder may
be delivered or furnished by electronic communication (including e-mail 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 Issuing Lender pursuant to Article II if such Lender, the Swingline Lender or the Issuing Lender, as applicable,
has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described
in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient.


 


(c)       Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


(d)       Platform.


 


(i)          Each
Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below)
available to the Issuing Lender and the other Lenders by posting the Communications on the Platform.


 


(ii)         The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, 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 Communications 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 or the other Credit Parties, any Lender or any other
Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s
or the Administrative Agent’s transmission of communications through the Platform. “Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit
Party pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Administrative Agent,
any Lender or any Issuing Lender by means of electronic communications pursuant to this Section, including through the Platform.


 




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Section
9.3           No Waiver; Cumulative Remedies.


 


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


 


Section
9.4           Survival of Representations and Warranties.


 


All representations
and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans; provided that all
such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all Credit
Party Obligations have been paid in full.


 


Section
9.5           Payment of Expenses and Taxes; Indemnity.


 


(a)       Costs
and Expenses. The Credit Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates (including the fees, charges and disbursements of any counsel for the Administrative Agent or its Affiliates),
and shall pay all fees and time charges and disbursements for attorneys who may be employees of 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 Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof,
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender and the Swingline Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the Swingline Lender (including
the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swingline Lender or the Issuing
Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the
Issuing Lender or the Swingline Lender, in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans
made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit.


 




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(b)       Indemnification
by the Credit Parties. The Credit Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender,
the Issuing Lender and the Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages,
liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify
and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,
incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party)
other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Credit 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, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender 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 Materials of Environmental Concern
on or from any property owned or operated by any Credit Party or any of its Subsidiaries, or any liability under Environmental
Law related in any way to any Credit Party or any of its Subsidiaries, 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 Credit 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 (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the bad faith, gross negligence or willful misconduct of an Indemnitee, (B) disputes solely between or among Indemnitees that
does not result from any act or omission by any Credit Party; provided that, if such a dispute involves a claim or proceeding
brought against Citizens in its capacity as Administrative Agent or Arranger by other Indemnitees, Citizens shall be entitled,
subject to the other limitations and exceptions set forth in this Section 9.5(b), to the benefits of the indemnifications provided
for in this Section 9.5(b) or (C) result from a claim brought by the Borrower or any other Credit Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such
Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
This section (b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim. Notwithstanding the foregoing, the Credit Parties shall only be responsible to indemnify the Indemnitees
for one external counsel and one external local counsel in each applicable jurisdiction if required and as selected by the Administrative
Agent (and to the extent an Indemnitee determines, after consultation with legal counsel, that an actual or potential conflict
may exist, separate legal counsel for such Indemnitee).


 


(c)       Reimbursement
by Lenders. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under paragraph (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, 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 Issuing Lender, Swingline Lender or such Related Party, as the case may be, such Lender’s Commitment Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided
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 Issuing Lender or 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), Issuing
Lender or Swingline Lender in connection with such capacity.


 


(d)       Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the Credit Parties shall assert,
and each of the Credit Parties hereby waives, 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 Credit Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter
of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages
arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the Transactions.


 




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(e)       Payments.
All amounts due under this Section shall be payable promptly/not later than five (5) days after demand therefor.


 


(f)        Survival.
Each party’s obligations under this Section shall survive the termination of the Credit Documents and payment of the obligations
hereunder.


 


Section
9.6           Successors and Assigns; Participations.


 


(a)       Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit 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 paragraph (b) of this Section, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall
be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d)
of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(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 (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (in each
case with respect to any Tranche) 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 (in each case with respect to any Tranche) or contemporaneous assignments to related Approved Funds (determined after
giving effect to such assignment) 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 paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving
Facility, or $1,000,000, in the case of any assignment in respect of the Term Loan Facility, unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed).


 




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(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 with respect to the Loan or the Commitment
assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Tranches on a non-pro rata basis.


 


(iii)       
  Required Consents. No consent shall be required for any assignment except to the extent required by
paragraph (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 (x) an Event of Default
has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund or (z) such assignment occurs within 60 days of the Closing Date; provided that (other than in the case
of (x), (y) or (z) above) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof and provided,
further, that the Borrower’s consent shall not be required during the primary syndication of the Loans;


 


 (B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of (x) the Revolving Facility or any unfunded Commitments with respect to the Term Loan Facility if such assignment
is to a Person that is not a Lender with a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund
with respect to such Lender or (y) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved
Fund; and


 


 (C)         the
consent of the Issuing Lender and Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required
for assignments in respect of a Revolving Commitment.


 


(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 of $3,500; provided
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 to (A) any Credit Party or
any Credit Party’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries or any Person
who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof.


 


(vi)      
   No Assignment to Natural Persons. No such assignment shall be made 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).


 




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(vii)  
     Certain Additional Payments. In connection with any assignment of rights and obligations
of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative
Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases
by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of
the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the
Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy
in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Lender, each
Swingline Lender and each other 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 paragraph (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 2.14 and 9.5 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. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section.


 


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


 


(d)       Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person, 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 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 Issuing Lenders and Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
each Lender shall be responsible for the indemnity under Section 9.5(c) with respect to any payments made by such Lender to its
Participant(s).


 




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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,
modification or waiver described in Section 9.1 that affects such Participant. The Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the
requirements under Section 2.16(g) (it being understood that the documentation required under Section 2.16(g) shall be delivered
to the participating Lender)) 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 Section 2.19
as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under
Section 2.14 or Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to
use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19 with respect to any Participant.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender;
provided that such Participant agrees to be subject to Section 9.7 as though it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as an 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 Credit 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 Credit 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
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.


 




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Section
9.7           Right of Set-off; Sharing of Payments.


 


(a)       If
an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline Lender and each of their
respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Lender, such Swingline Lender
or any such Affiliate, to or for the credit or the account of the Borrower or any other Credit Party against any and all of the
obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Credit Document to
such Lender, the Swingline Lender or the Issuing Lender, irrespective of whether or not such Lender, the Swingline Lender or the
Issuing Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the
Borrower or such Credit Party may be contingent or unmatured or are owed to a branch, office or affiliate of such Lender, the Swingline
Lender or the Issuing Lender 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, (i) all amounts so set off
shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section
2.21 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 Issuing Lender, the Swingline Lender and the other Lenders, and (ii) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Credit Party Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Swingline Lender,
the Issuing Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the Swingline Lender, the Issuing Lender or their respective Affiliates may have. Each Lender,
the Swingline Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after any such
setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


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


 


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


 


(B)         the
provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)
or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
participations in Letters of Credit to any assignee or participant, other than to any Credit Party or any Subsidiary thereof (as
to which the provisions of this paragraph shall apply).


 




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(c)       Each
Credit 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 each Credit Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such
participation.


 


Section
9.8           Table of Contents and Section Headings.


 


The table of contents
and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Agreement.


 


Section
9.9           Counterparts; Integration; Effectiveness; Electronic
Execution.


 


(a)       Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Credit Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall
be effective as delivery of a manually executed counterpart of this Agreement.


 


(b)       Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of
a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act.


 


Section
9.10         Severability.


 


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


 


Section
9.11         Integration.


 


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


 




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Section
9.12         Cashless Settlement.


 


Notwithstanding anything
to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a 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.


 


Section
9.13         Governing Law; Consent to Jurisdiction; Service of Process
and Venue.


 


(a)       Governing
Law. This Agreement and the other Credit Documents and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Credit Document (except, as to any
other Credit 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)       Consent
to Jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence
any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise,
against the Administrative Agent, any Lender, any Issuing Lender, or any Related Party of the foregoing in any way relating to
this Agreement or any other Credit 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 Credit Document shall
affect any right that the Administrative Agent, any Lender or any Issuing Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the
courts of any jurisdiction.


 


(c)       Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.2.
Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable
law.


 


(d)       Waiver
of Venue. The Borrower and each other Credit 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 Credit 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.


 




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Section
9.14         Treatment of Certain Information; Confidentiality.


 


Each of the Administrative
Agent, the Lenders and the Issuing Lenders agree to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person
or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners);
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party
hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding
relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder; (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights and obligations under this Agreement , or (ii) any actual or prospective
party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to
the Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to (i) any rating agency in
connection with rating the Borrower or its Subsidiaries or the Loans or (ii) the CUSIP Service Bureau or any similar agency in
connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) with the written consent of the Borrower;
or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y)
becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower. 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 Credit Documents,
and the Commitments.


 


For purposes of this
Section, “Information” shall mean all information received from any Credit Party or any of its Subsidiaries
relating to any Credit Party or any of its Subsidiaries or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender, the Swingline Lender or the Issuing Lender on a nonconfidential basis
prior to disclosure by any Credit Party or any of its Subsidiaries; provided that, in the case of Information received from
any Credit Party or any of its Subsidiaries 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.


 


Section
9.15         Acknowledgments.


 


The Borrower and the
other Credit Parties each hereby acknowledges that:


 


(a)       it
has been advised by counsel in the negotiation, execution and delivery of each Credit Document;


 


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


 




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(c)        no
joint venture exists among the Lenders and the Administrative Agent or among the Borrower, the Administrative Agent or the other
Credit Parties and the Lenders.


 


Section
9.16         Waivers 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 CREDIT 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 CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section
9.17         Patriot Act Notice.


 


Each Lender and the
Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, (a) pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the other Credit Parties,
which information includes the name and address of the Borrower and the other Credit Parties and other information that will allow
such Lender or the Administrative Agent, as applicable, to identify the Borrower and the other Credit Parties in accordance with
the Patriot Act, and (b) pursuant to the Beneficial Ownership Regulation, it is required to obtain a Beneficial Ownership Certificate.


 


Section
9.18         Resolution of Drafting Ambiguities.


 


Each Credit Party acknowledges
and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement and the other Credit
Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and
thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation hereof or thereof.


 


Section
9.19         Subordination of Intercompany Debt.


 


Each Credit Party agrees
that all intercompany Indebtedness among Credit Parties (the “Intercompany Debt”) is subordinated in right of
payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Agreement to the contrary,
provided that no Event of Default has occurred and is continuing, Credit Parties may make and receive payments with respect
to the Intercompany Debt to the extent otherwise permitted by this Agreement; provided that in the event of and during the
continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany
Debt. In the event that any Credit 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 Credit Party, in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the Administrative Agent.


 




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Section
9.20         Continuing Agreement.


 


This Agreement shall
be a continuing agreement and shall remain in full force and effect until all Credit Party Obligations (other than those obligations
that expressly survive the termination of this Agreement) have been paid in full and all Commitments and Letters of Credit have
been terminated. Upon termination, the Credit Parties shall have no further obligations (other than those obligations that expressly
survive the termination of this Agreement) under the Credit Documents and the Administrative Agent shall, at the request and expense
of the Borrower, deliver all the Collateral in its possession to the Borrower and release all Liens on the Collateral; provided
that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored
or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, then the Credit Documents shall automatically be reinstated and all Liens of the Administrative Agent shall reattach
to the Collateral and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative
Agent or any Lender in connection therewith shall be deemed included as part of the Credit Party Obligations.


 


Section
9.21         Press Releases and Related Matters.


 


The Credit Parties
and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name
of Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Credit Documents
without the prior written consent of such Person, unless (and only to the extent that) the Credit Parties or such Affiliate is
required to do so under law and then, in any event, the Credit Parties or such Affiliate will consult with such Person before issuing
such press release or other public disclosure. The Credit Parties consent to the publication by Administrative Agent or any Lender
of customary advertising material relating to the Transactions using the name, product photographs, logo or trademark of the Credit
Parties.


 


Section
9.22         Appointment of Borrower.


 


Each of the Guarantors
hereby appoints the Borrower to act as its agent for all purposes under this Agreement and agrees that (a) the Borrower may execute
such documents on behalf of such Guarantor as the Borrower deems appropriate in its sole discretion and each Guarantor shall be
obligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Administrative
Agent or the Lender to the Borrower shall be deemed delivered to each Guarantor and (c) the Administrative Agent or the Lenders
may accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower on behalf of each Guarantor.


 




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Section
9.23         No Advisory or Fiduciary Responsibility.


 


In connection with
all aspects of each Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including
in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length
commercial transaction between the Credit Parties and their Affiliates, on the one hand, and Citizens (in its capacity as the Administrative
Agent and the Arranger), on the other hand, and the Credit Parties are capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the Transactions and by the other Credit Documents (including any amendment, waiver
or other modification hereof or thereof); (b) in connection with the process leading to such transaction, Citizens (in its capacity
as the Administrative Agent and the Arranger) is and has been acting solely as a principal and is not the financial advisor, agent
or fiduciary, for any Credit Party or any of their Affiliates, stockholders, creditors or employees or any other Person; (c) Citizens,
as either the Administrative Agent or the Arranger, has not assumed or will assume an advisory, agency or fiduciary responsibility
in favor of any Credit Party with respect to any of the Transactions or the process leading thereto, including with respect to
any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether Citizens (in its capacity
as the Administrative Agent and the Arranger) has advised or is currently advising any Credit Party or any of its Affiliates on
other matters) and Citizens, as either the Administrative Agent or the Arranger, does not have any obligation to any Credit Party
or any of their Affiliates with respect to the Transactions except those obligations expressly set forth herein and in the other
Credit Documents; (d) Citizens and its Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Credit Parties and their Affiliates, and Citizens has no obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (e) Citizens has not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or other modification hereof
or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate. Each of the Credit Parties hereby waives and releases, to the fullest extent permitted
by law, any claims that it may have against Citizens with respect to any breach or alleged breach of agency or fiduciary duty.


 


Section
9.24         Responsible Officers and Authorized Officers.


 


The Administrative
Agent and each of the Lenders are authorized to rely upon the continuing authority of the Responsible Officers and the Authorized
Officers with respect to all matters pertaining to the Credit Documents including, but not limited to, the selection of interest
rates, the submission of requests for Extensions of Credit and certificates with regard thereto. Such authorization may be changed
only upon written notice to Administrative Agent accompanied by (a) an updated Schedule 3.28 and (b) evidence, reasonably
satisfactory to Administrative Agent, of the authority of the Person giving such notice and such notice shall be effective not
sooner than five (5) Business Days following receipt thereof by Administrative Agent (or such earlier time as agreed to by the
Administrative Agent).


 


Section
9.25         Acknowledgement and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 




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


 


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


 


Section
9.26         Certain ERISA Matters


 


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


 


(i)          such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more ERISA Plans in connection with the Loans, the Letters of Credit or the Commitments;


 


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


 


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


 


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


 


(b)       In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Credit Party, that:


 




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(i)          none
of the Administrative Agent or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of
such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Credit Document or any documents related to hereto or thereto);


 


(ii)         the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of
29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(iii)        the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Credit Party Obligations);


 


(iv)        the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder; and


 


(v)         no
fee or other compensation is being paid directly to the Administrative Agent or the Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)       The
Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid
for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments
in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral
agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees,
amendment fees, processing fees, term out premiums, banker's acceptance fees, breakage or other early termination fees or fees
similar to the foregoing.


 




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Section
9.27         Amendment and Restatement.


 


This Agreement constitutes
an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery
of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the Administrative
Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of
this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented,
modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Credit Parties
outstanding as of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the
corresponding facilities described herein, without any further action by any Person, except that Administrative Agent shall make
such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit
made on the Closing Date, reflecting the Commitments of the Lenders hereunder.


 


Article X



GUARANTY


 


Section
10.1         The Guaranty.


 


In order to induce
the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder
and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder
and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider
as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely
as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party
Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally
promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order,
on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting
any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not
of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes
any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations,
arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter
made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined
or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred,
whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise
unenforceable.


 




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Notwithstanding any
provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be
limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation,
the Bankruptcy Code).


 


Section
10.2         Bankruptcy.


 


Additionally, each
of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations
of the Borrower to the Lenders and any Bank Product Provider whether or not due or payable by the Borrower upon the occurrence
of any Bankruptcy Event and unconditionally promises to pay such Credit Party Obligations to the Administrative Agent for the account
of the Lenders and to any such Bank Product Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors
further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property
to the Administrative Agent, any Lender or any Bank Product Provider, which payment or transfer or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or
a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state
or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof
intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.


 


Section
10.3         Nature of Liability.


 


The liability of each
Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower
whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder
shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or
(b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the
Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking,
or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment
made to the Administrative Agent, the Lenders or any Bank Product Provider on the Credit Party Obligations which the Administrative
Agent, such Lenders or such Bank Product Provider the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding.


 


Section
10.4         Independent Obligation.


 


The obligations of
each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions
may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower
and whether or not any other Guarantor or the Borrower is joined in any such action or actions.


 




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Section
10.5         Authorization.


 


Each of the Guarantors
authorizes the Administrative Agent, each Lender and each Bank Product Provider without notice or demand (except as shall be required
by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew,
compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit
Party Obligations or any part thereof in accordance with this Agreement and any Bank Product, as applicable, including any increase
or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor or any other party for the payment
of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such
security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine,
(d) release or substitute any one or more endorsers, Guarantors, the Borrower or other obligors and (e) to the extent
otherwise permitted herein, release or substitute any Collateral.


 


Section
10.6         Reliance.


 


It is not necessary
for the Administrative Agent, the Lenders or any Bank Product Provider to inquire into the capacity or powers of the Borrower or
the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations
made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.


 


Section
10.7         Waiver.


 


(a)       Each
of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative
Agent, any Lender or any Bank Product Provider to (i) proceed against the Borrower, any other guarantor or any other party,
(ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party, or (iii) pursue
any other remedy in the Administrative Agent’s, any Lender’s or any Bank Product Provider’s whatsoever. Each
of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party
other than payment in full of the Credit Party Obligations (other than contingent indemnification obligations for which no claim
has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts and circumstances), including,
without limitation, any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party,
or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the cessation from any cause of
the liability of the Borrower other than payment in full of the Credit Party Obligations. The Administrative Agent may, at its
election, foreclose on any security held by the Administrative Agent or a Lender by one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law),
or exercise any other right or remedy the Administrative Agent or any Lender may have against the Borrower or any other party,
or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit
Party Obligations have been paid in full and the Commitments have been terminated. Each of the Guarantors waives any defense arising
out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or
any security.


 




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(b)       Each
of the Guarantors waives all presentments, demands for performance, protests and notices, including, without limitation, notices
of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence,
creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs
hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information
known to it regarding such circumstances or risks.


 


(c)       Each
of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result
of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders
or any Bank Product Provider against the Borrower or any other guarantor of the Credit Party Obligations of the Borrower owing
to the Lenders or such Bank Product Provider (collectively, the “Other Parties”) and all contractual, statutory
or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as
a result of this Guaranty until such time as the Credit Party Obligations shall have been paid in full and the Commitments have
been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative
Agent, the Lenders or any Bank Product Provider now have or may hereafter have against any Other Party, any endorser or any other
guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in,
any security or collateral given to or for the benefit of the Lenders and/or the Bank Product Providers to secure payment of the
Credit Party Obligations of the Borrower until such time as the Credit Party Obligations (other than contingent indemnification
obligations for which no claim has been made or cannot be reasonably identified by an Indemnitee based on the then-known facts
and circumstances) shall have been paid in full and the Commitments have been terminated.


 


Section
10.8         Limitation on Enforcement.


 


The Lenders and the
Bank Product Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the
instructions of the Required Lenders or such Bank Product Provider (only with respect to obligations under the applicable Bank
Product) and that no Lender or Bank Product Provider shall have any right individually to seek to enforce or to enforce this Guaranty,
it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Agreement and for the benefit of any Bank Product Provider under any Bank Product.


 


Section
10.9         Confirmation of Payment.


 


The Administrative
Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and
termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness
and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2.


 




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    Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]


    

 


Section
10.10       Eligible Contract Participant.


 


Notwithstanding anything
to the contrary in any Credit Document, no Guarantor shall be deemed under this Article X to be a guarantor of any Swap
Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity
Exchange Act, at the time the guarantee under this Article X becomes effective with respect to such Swap Obligation and
to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided however
that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the
guarantee of the Credit Party Obligations of such Guarantor under this Article X by a Guarantor that is also a Qualified
ECP Guarantor shall be taken into account.


 


Section
10.11       Keepwell.


 


Without limiting anything
in this Article X, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time to each Guarantor that is not an “eligible
contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective
with respect to any Swap Obligation, to honor all of the Obligations of such Guarantor under this Article X in respect of
such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.11
for the maximum amount of such liability that can be hereby incurred without rendering its undertaking under this Section 10.11,
or otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). The undertaking of each Qualified ECP Guarantor under this Section 10.11 shall remain in
full force and effect until termination of the Commitments and payment in full of all Loans and other Credit Party Obligations.
Each Qualified ECP Guarantor intends that this Section 10.11 constitute, and this Section 10.11 shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor that would otherwise not constitute
an “eligible contract participant” under the Commodity Exchange Act.


 


[Signature Pages Follow]


 




    	139



    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


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


 


	BORROWER:	ANI PHARMACEUTICALS, INC.,
		a Delaware corporation
	 	    
	 	By: 	/s/ Stephen Carey
	 	Name: Stephen Carey
	 	Title: VP and CFO
	 	 
	GUARANTORS:	ANIP Acquisition Company,
		a Delaware corporation
	 	   
	 	By:	/s/ Stephen Carey
	 	Name: Stephen Carey
	 	Title: VP and CFO


 




     


    	Confidential
                                         Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant
                                         to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933,
                                         as amended. Confidential Portions are marked: [***]



    

 


	ADMINISTRATIVE AGENT:	CITIZENS BANK, N.A., as a Lender and as Administrative Agent on behalf of the Lenders
	 	 
	 	By: 	/s/ Terence Kelly
	 	Name: Terence Kelly
	 	Title: Vice President