Exhibit 10.1


 


	 	Published Deal CUSIP: 11679RAH0	 
	 	Published Facility CUSIP: 11679RAJ6	 
	 




CREDIT AGREEMENT


 


dated as of


 


December 11, 2019


 


among


 


BRUKER CORPORATION,


BRUKER INVEST AG, and


BRUKER FINANCE B.V.,


as Borrowers,


 


The Other Borrowers From Time to Time Party
Hereto,


 


BANK OF AMERICA, N.A.,


as Administrative Agent, Swing Line Lender
and Issuing Bank,


 


and


 


The Lenders Party Hereto


 


DEUTSCHE BANK SECURITIES INC., and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Co-Syndication Agents


 


BofA SECURITIES, INC.,


DEUTSCHE BANK SECURITIES INC.,


and


WELLS FARGO SECURITIES, LLC,


as Joint Bookrunners and Joint Lead Arrangers


 


CITIZENS BANK, N.A.,


CREDIT
SUISSE (SWITZERLAND) LTD.,


TD BANK,
N.A.,


 and




U.S.
BANK NATIONAL ASSOCIATION,


as Co-Documentation
Agents


 






     


     


    

 


TABLE OF CONTENTS


 







	 	 	 	Page	 
	 	 	 	 	 
	Article I Definitions	 	 	1	 
	 	 	 	 	 
	Section 1.01 Defined Terms	 	 	1	 
	Section 1.02 Classification of Loans and Borrowings	 	 	33	 
	Section 1.03 Terms Generally	 	 	34	 
	Section 1.04 Accounting Terms; GAAP; Pro Forma Calculations	 	 	34	 
	Section 1.05 Rounding	 	 	35	 
	Section 1.06 Exchange Rates; Currency Equivalents	 	 	35	 
	Section 1.07 Additional Foreign Currencies	 	 	36	 
	Section 1.08 Change of Currency	 	 	37	 
	Section 1.09 Times of Day	 	 	37	 
	Section 1.10 Letter of Credit Amounts	 	 	37	 
	 	 	 	 	 
	Article II The Credits	 	 	37	 
	 	 	 	 	 
	Section 2.01 Commitments	 	 	37	 
	Section 2.02 Loans and Borrowings	 	 	38	 
	Section 2.03 Requests for Borrowings	 	 	39	 
	Section 2.04 Determination of Dollar Amount	 	 	39	 
	Section 2.05 Swing Line Loans	 	 	39	 
	Section 2.06 Letters of Credit	 	 	42	 
	Section 2.07 Funding of Borrowings	 	 	49	 
	Section 2.08 Interest Elections	 	 	50	 
	Section 2.09 Termination and Reduction of Commitments	 	 	51	 
	Section 2.10 Repayment of Loans; Evidence of Debt	 	 	52	 
	Section 2.11 Prepayment of Loans	 	 	53	 
	Section 2.12 Fees	 	 	53	 
	Section 2.13 Interest	 	 	54	 
	Section 2.14 Illegality; Inability to Determine Rates	 	 	56	 
	Section 2.15 Increased Costs	 	 	59	 
	Section 2.16 Break Funding Payments	 	 	61	 
	Section 2.17 Taxes	 	 	61	 
	Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	65	 
	Section 2.19 Mitigation Obligations; Replacement of Lenders	 	 	67	 
	Section 2.20 Expansion Option	 	 	68	 
	Section 2.21 Cash Collateral	 	 	69	 
	Section 2.22 Judgment Currency	 	 	70	 
	Section 2.23 Designated Borrowers	 	 	70	 
	Section 2.24 Senior Debt	 	 	71	 
	Section 2.25 Defaulting Lenders	 	 	72	 
	Section 2.26 Foreign Subsidiaries Not Obligated For Obligations of U.S.	 	 	74	 
	Section 2.27 Lender Status Confirmation	 	 	74	 
	 	 	 	 	 
	Article III Representations and Warranties	 	 	75	 
	 	 	 	 	 
	Section 3.01 Organization; Powers; Subsidiaries	 	 	75	 
	Section 3.02 Authorization; Enforceability	 	 	75	 
	Section 3.03 Governmental Approvals; No Conflicts	 	 	76	 
	Section 3.04 Financial Condition; No Material Adverse Change	 	 	76	 
	Section 3.05 Properties	 	 	76	 



 






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TABLE OF CONTENTS


 


		 	 	Page	 
	 	 	 	 	 
	Section 3.06 Litigation and Environmental Matters	 	 	76	 
	Section 3.07 Compliance with Laws and Agreements	 	 	77	 
	Section 3.08 Investment Company Status	 	 	77	 
	Section 3.09 Taxes	 	 	78	 
	Section 3.10 ERISA	 	 	78	 
	Section 3.11 Disclosure	 	 	78	 
	Section 3.12 Federal Reserve Regulations	 	 	79	 
	Section 3.13 Liens	 	 	79	 
	Section 3.14 No Default	 	 	79	 
	Section 3.15 No Burdensome Restrictions	 	 	79	 
	Section 3.16 Solvency	 	 	79	 
	Section 3.17 Anti-Corruption Laws and Sanctions	 	 	79	 
	Section 3.18 Representations as to Foreign Obligors	 	 	79	 
	Section 3.19 EEA Financial Institutions	 	 	80	 
	Section 3.20 Covered Party	 	 	80	 
	Section 3.21 Beneficial Ownership Certification	 	 	80	 
	Section 3.22 Fiscal Unity for Dutch Tax Purposes	 	 	80	 
	Section 3.23 Residency for Dutch Tax Purposes	 	 	80	 
	 	 	 	 	 
	Article IV Conditions	 	 	81	 
	 	 	 	 	 
	Section 4.01 Effective Date	 	 	81	 
	Section 4.02 Each Credit Event	 	 	82	 
	 	 	 	 	 
	Article V Affirmative Covenants	 	 	83	 
	 	 	 	 	 
	Section 5.01 Financial Statements and Other Information	 	 	83	 
	Section 5.02 Notices of Material Events	 	 	85	 
	Section 5.03 Existence; Conduct of Business	 	 	85	 
	Section 5.04 Payment of Obligations	 	 	85	 
	Section 5.05 Maintenance of Properties; Insurance	 	 	86	 
	Section 5.06 Books and Records; Inspection Rights	 	 	86	 
	Section 5.07 Compliance with Laws and Material Contractual Obligations	 	 	86	 
	Section 5.08 Swiss Non-Bank Rules	 	 	87	 
	Section 5.09 Use of Proceeds	 	 	87	 
	Section 5.10 Subsidiary Guaranty	 	 	88	 
	Section 5.11 KYC/Beneficial Ownership	 	 	88	 
	Section 5.12 Fiscal Unity for Dutch Tax Purposes	 	 	88	 
	Section 5.13 Residency for Dutch Tax Purposes	 	 	88	 
	 	 	 	 	 
	Article VI Negative Covenants	 	 	88	 
	 	 	 	 	 
	Section 6.01 Indebtedness	 	 	88	 
	Section 6.02 Liens	 	 	90	 
	Section 6.03 Fundamental Changes and Asset Sales	 	 	93	 
	Section 6.04 [Intentionally Omitted]	 	 	94	 
	Section 6.05 Swap Agreements	 	 	94	 
	Section 6.06 Transactions with Affiliates	 	 	94	 
	Section 6.07 Restricted Payments	 	 	94	 
	Section 6.08 Restrictive Agreements	 	 	95	 



 






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		 	 	Page	 
	 	 	 	 	 
	Section 6.09 Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents	 	 	95	 
	Section 6.10 Financial Covenants	 	 	96	 
	Section 6.11 Sanctions	 	 	97	 
	Section 6.12 Anti-Corruption Laws	 	 	97	 
	 	 	 	 	 
	Article VII Events of Default	 	 	97	 
	 	 	 	 	 
	Section 7.01 Events of Default	 	 	97	 
	Section 7.02 Application of Funds	 	 	100	 
	 	 	 	 	 
	Article VIII The Administrative Agent	 	 	101	 
	 	 	 	 	 
	Section 8.01 Appointment and Authority	 	 	101	 
	Section 8.02 Appointment of the Administrative Agent for Swiss Security	 	 	101	 
	Section 8.03 Rights as a Lender	 	 	102	 
	Section 8.04 Exculpatory Provisions	 	 	102	 
	Section 8.05 Reliance by Administrative Agent	 	 	103	 
	Section 8.06 Delegation of Duties	 	 	103	 
	Section 8.07 Resignation of Administrative Agent	 	 	103	 
	Section 8.08 Non-Reliance on Administrative Agent and Other Lenders	 	 	105	 
	Section 8.09 No Other Duties, Etc.	 	 	105	 
	Section 8.10 Administrative Agent May File Proofs of Claim; Credit Bidding	 	 	105	 
	Section 8.11 Guaranteed Banking Services Agreements and Guaranteed Hedge Agreements	 	 	106	 
	Section 8.12 Guaranty Matters	 	 	107	 
	Section 8.13 Lender Representations	 	 	107	 
	 	 	 	 	 
	Article IX Miscellaneous	 	 	109	 
	 	 	 	 	 
	Section 9.01 Notices	 	 	109	 
	Section 9.02 Reliance by Administrative Agent, Issuing Bank and Lenders	 	 	110	 
	Section 9.03 Waivers; Amendments	 	 	110	 
	Section 9.04 Expenses; Indemnity; Damage Waiver	 	 	112	 
	Section 9.05 Successors and Assigns	 	 	114	 
	Section 9.06 Survival	 	 	120	 
	Section 9.07 Counterparts; Integration; Effectiveness; Electronic Execution	 	 	121	 
	Section 9.08 Severability	 	 	121	 
	Section 9.09 Right of Setoff	 	 	121	 
	Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process	 	 	122	 
	Section 9.11 WAIVER OF JURY TRIAL	 	 	123	 
	Section 9.12 Headings	 	 	124	 
	Section 9.13 Confidentiality	 	 	124	 
	Section 9.14 USA PATRIOT Act	 	 	125	 
	Section 9.15 Interest Rate Limitation	 	 	125	 
	Section 9.16 No Advisory or Fiduciary Responsibility	 	 	125	 
	Section 9.17 Attorney Representation	 	 	126	 
	Section 9.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions	 	 	126	 
	Section 9.19 Acknowledgement Regarding Any Supported QFCs	 	 	126	 
	Section 9.20 Enforcement	 	 	127	 
	Section 9.21 Payments Set Aside	 	 	127	 



 






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		 	 	Page	 
	 	 	 	 	 
	Section 9.22 ENTIRE AGREEMENT	 	 	128	 
	 	 	 	 	 
	Article X Cross-Guarantee	 	 	128	 
	 	 	 	 	 
	Section 10.01 U.S. Borrower Guarantee	 	 	128	 
	Section 10.02 Foreign Borrower Guarantee	 	 	130	 
	Section 10.03 Guarantee limitation for Swiss Loan Parties	 	 	132	 



 






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	SCHEDULES	 
	 
	2.01	Commitments and Applicable Percentages
	 
	2.02	Competitors
	 
	3.01	Subsidiaries
	 
	3.03	Required Consents
	 
	6.01	Indebtedness
	 
	6.02	Liens
	 
	9.01	Address for Notices




 


	EXHIBITS	 
	 
	A	Form of Assignment and Assumption Agreement
	 
	B-1	Form of Borrowing Request
	 
	B-2	Form of Interest Election Request
	 
	B-3	Form of Swing Line Loan Notice
	 
	C	Form of Increasing Lender Supplement
	 
	D	Form of Augmenting Lender Supplement
	 
	E	List of Closing Documents
	 
	F-1	Form of Designated Borrower Request and Assumption Agreement
	 
	F-2	Form of Designated Borrower Notice
	 
	G-1	Form of Subsidiary Guaranty (Domestic Subsidiaries)
	 
	G-2	Form of Subsidiary Guaranty (Foreign Subsidiaries)
	 
	H	Form of Compliance Certificate
	 
	I-1 to I-4	Forms of U.S. Tax Compliance Certificates
	 
	J	Notice of Loan Prepayment




 






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This CREDIT AGREEMENT
(this “Agreement”) is entered into as of December 11, 2019 among BRUKER CORPORATION, a Delaware corporation
(the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.23
(each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a
“Borrower”), the lenders from time to time party hereto (collectively, the “Lenders” and
individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and
Issuing Bank, with BofA SECURITIES, INC., DEUTSCHE BANK SECURITIES INC., and WELLS FARGO SECURITIES, LLC acting
as joint lead arrangers and joint bookrunners (collectively, the “Arrangers”) and DEUTSCHE BANK SECURITIES
INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.


 


The parties hereto
agree as follows:


 


Article
I


 


Definitions


 


Section
1.01 Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.


 


“Additional
Adjustments” has the meaning assigned to such term in Section 1.04(b).


 


“Adjusted
Covenant Requirement” means, with respect to the making of any Restricted Payment, the Company shall not permit, at the
time thereof and after giving effect thereto (on a Pro Forma Basis), the Leverage Ratio to be greater than a ratio equal to (x) the
numerator of the maximum Leverage Ratio permitted under Section 6.10(a) minus (y) 0.25.


 


“Adjusted
Leverage Ratio” has the meaning assigned to such term in Section 6.10(a).


 


“Adjustment”
has the meaning assigned to such term in Section 2.14.


 


“Administrative
Agent” means Bank of America (including its branches and affiliates), in its capacity as administrative agent for the
Lenders under any of the Loan Documents, or any successor administrative agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 9.01 with respect to such currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify to the Company and the Lenders in writing.


 


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


 


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


 


“Agent Parties”
has the meaning assigned to such term in Section 9.01(c).


 






     


     


    

 


“Aggregate
Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant
to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $600,000,000.


 


“Agreed Currencies”
means Dollars and each Foreign Currency.


 


“Alternate
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective
Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America
as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank
of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified
in the public announcement of such change.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other laws, rules,
and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery
or corruption.


 


“Applicable
Foreign Obligor Documents” has the meaning assigned to such term in Section 3.18(a).


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s
Commitment; provided that, in the case of Section 2.25 when a Defaulting Lender shall exist, “Applicable Percentage”
shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such
Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting
Lender at the time of determination.


 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Loan or any ABR Loan or with respect to the unused fee payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread”,
“ABR Spread” or “Unused Fee Rate”, as the case may be, based upon the Leverage Ratio applicable on such
date:


 


	 	Leverage Ratio:	Eurocurrency

 Spread	ABR

Spread	Unused Fee

 Rate
	Category 1:	< 1.00 to 1.00	1.000%	0.100%	0.100%
	Category 2:	> 1.00 to 1.00 but

< 1.75 to 1.00	1.125%	0.125%	0.125%
	Category 3:	> 1.75 to 1.00 but

< 2.50 to 1.00	1.250%	0.250%	0.150%
	Category 4:	> 2.50 to 1.00	1.500%	0.500%	0.200%


 


For purposes of the
foregoing,


 


(i)       if
at any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section
5.01, Category 4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of
delivery and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the
Category shall be determined in accordance with the table above as applicable;


 






    2


     


    

 


(ii)       adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the
applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on
the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and


 


(iii)       notwithstanding
the foregoing, (x) Category 3 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable
Financials for the Company’s first full fiscal quarter ending after the Effective Date (unless such Financials demonstrate
that Category 4 should have been applicable during such period, in which case such other Category shall be deemed to be applicable
during such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding
paragraphs and (y) the determination of the Applicable Rate for any period shall be subject to the provisions of Section
2.13(g).


 


“Applicant
Borrower” has the meaning specified in Section 2.23(b).


 


“Approved
Fund” has the meaning assigned to such term in Section 9.05.


 


“Acquisition”
means any acquisition of property or series of related acquisitions of property that constitutes (i) assets comprising all
or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially
all of the common stock or other Equity Interests of a Person.


 


“Arrangers”
means BofA Securities, Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC in their capacities as joint lead arrangers
and joint bookrunners.


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative
Agent.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.20.


 


“Auto-Extension
Letter of Credit” has the meaning assigned to such term in Section 2.06(c)(iii).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.


 


“Bail-In Action”
means 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”
means, 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 of America”
means Bank of America, N.A. and its successors.


 






    3


     


    

 


“Banking Services”
means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored
value cards, (c) merchant processing services, (d) leasing services, (e) trade finance services, and (f) treasury
management services (including, without limitation, deposit accounts, controlled disbursement, automated clearinghouse transactions,
return items, returned check concentration, any direct debit scheme or arrangement, overdrafts and interstate depository network
services).


 


“Banking Services
Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


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


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation,
which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners
of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry
and Financial Markets Association.


 


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


 


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


 


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


 


“Borrower”
means the Company or any Designated Borrower.


 


“Borrower
Materials” has the meaning specified in Section 5.01.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect or (b) a Swing Line Loan.


 


“Borrowing
Request” means a request by any Borrower for a Borrowing in accordance with Section 2.03 in the form
attached hereto as Exhibit B-1 or such other form as is reasonably satisfactory to the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately completed and signed by a Responsible Officer of such Borrower.


 






    4


     


    

 


“Bruker Finance”
means Bruker Finance B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands
having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands.


 


“Bruker Invest”
means Bruker Invest AG, a company incorporated in Switzerland as a corporation limited by shares.


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section
6.08 (without giving effect to any exceptions described in clauses (i) through (iv) of such Section 6.08).


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated
in Dollars is located and:


 


(a)              
if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in
Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means any such day that
is also a London Banking Day;


 


(b)              
if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in
Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings
in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means a TARGET2 Day;


 


(c)              
if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in
a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted
by and between banks in the London or other applicable offshore interbank market for such currency; and


 


(d)              
if such day relates to any fundings, disbursements, settlements and payments in a currency
other than Dollars or Euro in respect of a Eurocurrency Loan denominated in a currency other than Dollars or Euro, or any other
dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency
Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal
financial center of the country of such currency.


 


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


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or
more of the Issuing Bank or the Lenders, as collateral for LC Exposure or obligations of the Lenders to fund participations
in respect of LC Exposure, cash or deposit account balances or, if the Administrative Agent and the Issuing Bank 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 the Issuing Bank. “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other credit support.


 






    5


     


    

 


“Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date
hereof) other than any Laukien Family Member, of Equity Interests representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors
of the Company nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the
Company by any Person or group; (d) the occurrence of a change in control, or other similar provision, as defined in any agreement
or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment, which default or mandatory prepayment
has not been waived in writing); or (e) the Company ceases to own, directly or indirectly, and Control 100% (other than directors’
qualifying shares) of the ordinary voting and economic power of any Designated Borrower.


 


“Change in
Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which
such Lender becomes a Lender), 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, rules, guideline, requirement
or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all
requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or 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,
issued or implemented.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Swing Line Loans.


 


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


 


“Co-Documentation
Agent” means each of Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., New York Branch, TD Bank, N.A. and U.S. Bank
National Association, in its capacity as co-documentation agent for the credit facility evidenced by this Agreement.


 


“Co-Syndication
Agent” means each of Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, in its capacity as co-syndication
agents for the credit facility evidenced by this Agreement.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit and Swing Line Loans hereunder, expressed as an amount representing the maximum aggregate amount of such
Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or terminated from time to
time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 and
(c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05.
The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and
Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as
applicable.


 






    6


     


    

 


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


 


“Company”
means Bruker Corporation, a Delaware corporation.


 


“Competitor”
means each of the Persons listed on Schedule 2.02 hereto and their subsidiaries.


 


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


 


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income plus, without duplication and to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for taxes
paid or accrued, (iii) depreciation (including write down to net realizable value of demonstration equipment), (iv) amortization,
(v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) non-cash expenses resulting
from the grant of stock options or other equity-related incentives to any director, officer or employee of, or consultant to, the
Company or any Subsidiary pursuant to a written plan or agreement approved by the board of directors of the Company, (vii) (A) unrealized
non-cash losses relating to any foreign currency hedging or currency fluctuations and (B) unrealized non-cash losses related
to interest rate hedging, (viii) all other non-cash charges, non-cash expenses and non-cash losses of the Company or any Subsidiary
that are not otherwise expressly excluded from the calculation of Consolidated EBITDA pursuant hereto (and excluding (A) any
non-cash charge, non-cash expense and non-cash loss that represents an accrual or reserve for a cash expenditure to be made in
a subsequent period and (B) minority interest expense), (ix) integration charges, severance charges, and restructuring
charges resulting from Acquisitions, provided that (A) such charges shall be incurred within twelve (12) months of the related
Acquisition and (B) the aggregate amount added to Consolidated Net Income pursuant to this clause (ix) and clause (x) below in
any period shall not exceed fifteen percent (15%) of Consolidated EBITDA for such period (calculated prior to giving effect to
this clause (ix) and such clause (x)), (x) other restructuring charges, other than those arising from an Acquisition, provided
that such restructuring charges are incurred under a restructuring program approved by the Company’s senior management, provided
that the aggregate amount added to Consolidated Net Income pursuant to clause (ix) above and this clause (x) in any period shall
not exceed fifteen percent (15%) of Consolidated EBITDA for such period (calculated prior to giving effect to such clause (ix)
and this clause (x)), minus, (xi) to the extent included in Consolidated Net Income, the sum of (A) interest income,
(B) extraordinary gains realized other than in the ordinary course of business and (C) unrealized non-cash gains relating
to any foreign currency hedging or currency fluctuations, and unrealized non-cash gains related to interest rate hedging, all calculated
for the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time
during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for
such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property
that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company
or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after
giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.


 






    7


     


    

 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense (including without limitation interest
expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Company and its
Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Company
and its Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs
under interest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP).


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis (without duplication) for such period.


 


“Consolidated
Tangible Assets” means, at any time, (i) the aggregate amount of all assets of the Company and its Subsidiaries
determined on a consolidated basis in accordance with GAAP minus (ii) to the extent included in a determination pursuant to
the foregoing clause (i), the aggregate amount of all assets which constitute “intangible assets” of the Company and
its Subsidiaries determined in accordance with GAAP, including without limitation any “goodwill”.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of such date.


 


“Consolidated
Total Indebtedness” means at any time the sum, without duplication, the result (a) of the sum of (i) the aggregate
Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis as of such time in accordance with GAAP (excluding
the aggregate amount of Indebtedness of the Company and its Subsidiaries relating to undrawn or Cash Collateralized letters of
credit outstanding) and (ii) Indebtedness of the type referred to in clause (i) hereof of another Person guaranteed by the
Company or any of its Subsidiaries minus (b) the Unrestricted Cash Amount.


 


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


 


“Country Risk
Event” means:


 


(i)       any
law, action or failure to act by any Governmental Authority in any Borrower’s or Letter of Credit beneficiary’s country
which has the effect of:


 


(a)       changing
the obligations under the relevant Letter of Credit, this Agreement or any of the other Loan Documents as originally agreed or
otherwise creating any additional material liability, cost or expense to the Issuing Bank, the Lenders or the Administrative Agent,


 


(b)       changing
the ownership or control by such Borrower or Letter of Credit beneficiary of its business, or


 


(c)       preventing
or restricting the conversion into or transfer of the applicable Agreed Currency,


 


(ii)       force
majeure,


 


which, in relation to (i)
or (ii), directly or indirectly, prevents or restricts the payment or transfer of any amounts owing under the relevant Letter
of Credit in the applicable Agreed Currency into an account designated by the Administrative Agent or the Issuing Bank and
freely available to the Administrative Agent or the Issuing Bank.


 






    8


     


    

 


“Covered Entity”
has the meaning assigned to such term in Section 9.19(b).


 


“Covered Party”
has the meaning assigned to such term in Section 9.19(a).


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swing Line Lender or any other Lender.


 


“CRR”
means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


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


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or
paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swing
Line Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case
of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s
good faith determination that a condition precedent to funding (specifically identified and including the particular default, if
any) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to
the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing
or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied)
or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
written request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such
Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and
participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification
in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to the last paragraph of Section 2.25) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to
the Company, the Issuing Bank, the Swing Line Lender and each other Lender promptly following such determination.


 






    9


     


    

 


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


 


“Designated
Borrower Notice” has the meaning specified in Section 2.23.


 


“Designated
Borrower Request and Assumption Agreement” has the meaning specified in Section 2.23.


 


“Disqualified
Institutions” means, on any date, (a) any Competitor and (b) any other Person that directly competes with the
Company and its Subsidiaries in a principal line of business of the Company and its Subsidiaries, considered as a whole, which
Person has been designated by the Company as a “Disqualified Institution” by written notice to the Administrative Agent
and the Lenders (including by posting such notice to a Platform) not less than five (5) Business Days prior to such date; provided
that, in no event shall any update to the list of Disqualified Institutions apply retroactively to disqualify Persons that have
previously acquired an assignment or a participating interest under this Agreement or that is a party to a pending trade; provided,
further that, “Disqualified Institutions” shall exclude any Person that the Company has designated as no longer
being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time.


 


“Disqualifying
Event” has the meaning assigned to it in the definition of “Eligible Currency.”


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two
or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the
Dividing Person and pursuant to which the Dividing Person may or may not survive.


 


“Division
Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion
of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of
such Division.  A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be
deemed a Division Successor upon the occurrence of such Division.


 


“Dollar Amount”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the
Issuing Bank, as the case may be, at such time on the basis of the Exchange Rate (determined in respect of the most recent Revaluation
Date) for the purchase of Dollars with such Foreign Currency.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States.


 


“DQ List”
has the meaning assigned to such term in Section 9.05(e)(iv).


 


“Dutch Borrower”
means (i) Bruker Finance and (ii) any other Borrower that is organized under the laws of the Netherlands.


 






    10


     


    

 


“Dutch
Non-Public Lender” means: (i) until the publication of an interpretation of “public” as referred
to in the CRR by the competent authority/ies: an entity which (x) assumes existing rights and/or obligations
vis-à-vis a Dutch Borrower, the value of which is at least €100,000 (or its equivalent in another currency),
(y) provides repayable funds for an initial amount of at least €100,000 (or its equivalent in another currency) or
(z) otherwise qualifies as not forming part of the public; and (ii) as soon as the interpretation of the term
“public” as referred to in the CRR has been published by the relevant authority/ies: an entity which is not
considered to form part of the public on the basis of such interpretation.


 


“Dutch Subsidiary
Guarantor” means any Subsidiary Guarantor that is organized under the laws of the Netherlands.


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.03). The Effective Date is December 11, 2019


 


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


 


“Eligible
Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible
into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Amount may
be readily calculated. If, after the designation by the Lenders of any currency as a Foreign Currency, any change in currency controls
or exchange regulations or any change in the national or international financial, political or economic conditions are imposed
in the country in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent or the Required
Lenders (in the case of any Loans to be denominated in a Foreign Currency) or the Issuing Bank (in the case of any Letter of Credit
to be denominated in a Foreign Currency), (a) such currency no longer being readily available, freely transferable and convertible
into Dollars, (b) a Dollar Amount is no longer readily calculable with respect to such currency, (c) providing such currency
is impracticable for the Lenders or (d) no longer a currency in which the Required Lenders are willing to make Credit Events
available (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly
notify the Lenders and the Borrowers in writing, and such country’s currency shall no longer be a Foreign Currency until
such time as the Disqualifying Event(s) no longer exist. Within five (5) Business Days after receipt of such notice from the Administrative
Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into
the Dollar Amount of Loans in Dollars, subject to the other terms contained herein.


 






    11


     


    

 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and
safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based
upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing. For the avoidance of any doubt, “Equity Interests” shall not include net
investment Swap Agreements of the Company and its Subsidiaries.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company
or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan
or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company or any of its ERISA Affiliates
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


“EU”
means the European Union.


 


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


 


“Euro”
and/or “€” means the single currency of the Participating Member States.


 






    12


     


    

 


“Eurocurrency”,
when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Eurocurrency Rate.


 


“Eurocurrency
Rate” means:


 


(a)         
for any interest period, with respect to any Credit Event:


 


(i)                
denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate as administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S.
Dollars for a period equal in length to such Interest Period) (“LIBOR”), as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period;


 


(ii)              
denominated in any Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Agreed Currency at the
time such Agreed Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.07(a); and


 


(b)          for any rate calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m.,
London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing
that day;


 


provided that
if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Event of
Default” has the meaning assigned to such term in Article VII.


 


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


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all
or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan
Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security
interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 






    13


     


    

 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other Recipient of any payment
to be made by or on account of any obligation of the Borrowers hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income or branch profits taxes (i) imposed by the jurisdiction under the laws of which such Recipient is organized
or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or
(ii) that are Other Connection Taxes, (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Company under Section 2.19(b)), any U.S. federal withholding tax resulting from any law in effect (including FATCA)
on the date such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect
to such withholding tax pursuant to Section 2.17(a).


 


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of October 27, 2015, by and among the Company, the borrowers
party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended.


 


“Existing
Senior Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of January 18, 2012, between the
Company and the purchasers named therein, pursuant to which the Existing Senior Notes were issued.


 


“Existing
Senior Note Purchase Documents” means, collectively, (a) the Existing Senior Note Purchase Agreement, (b) the
Existing Senior Notes, and (c) the other documents (including any Guarantees thereunder), instruments or agreement entered
into in connection with any of the foregoing, in each case, as the same may be amended, modified, supplemented or replaced in accordance
therewith and with this Agreement.


 


“Existing
Senior Note Obligations” means all obligations and liabilities of the Company and its Subsidiaries under the Existing
Senior Note Purchase Documents.


 


“Existing
Senior Notes” means (i) those certain 4.31% Series 2012A senior notes due January 18, 2022 and (ii) those certain
4.46% Series 2012A senior notes due January 18, 2024, in each case issued pursuant to the Existing Senior Note Purchase Agreement.


 


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


 


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


 


“Fee Letter”
means that certain BofA Fee Letter, dated September 18, 2019, between the Company, Bank of America and BofA Securities, Inc.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller
of the Company.


 






    14


     


    

 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or Section 5.01(b).


 


“Foreign Currencies”
means each of the following currencies (i) Euro, (ii) Sterling, (iii) Swiss Francs (iv) Japanese Yen and (v) any
other currency (other than Dollars) that is approved in accordance with Section 1.07; provided that for each Foreign
Currency, such requested currency is an Eligible Currency.


 


“Foreign Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the
applicable Agreed Currency as determined by the Administrative Agent or the Issuing Bank in good faith, as the case may be, at
such time on the basis of the Exchange Rate (determined in respect of the most recent Revaluation Date) for the purchase of such
Agreed Currency with Dollars.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


“Foreign Lender”
means any Lender that is resident or organized under the laws of a jurisdiction other than the United States of America. For purposes
of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction.


 


“Foreign Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Foreign Obligors and their Subsidiaries to any of the Lenders, the Administrative Agent,
the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter,
direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured,
arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents
or to the Lenders or any of their Affiliates under any Banking Services Agreement or Guaranteed Hedge Agreement or in respect of
any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any
time evidencing any thereof; provided that the definition of “Foreign Obligations” shall not create or include
any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap
Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.


 


“Foreign Obligor”
means any Loan Party that is a Foreign Subsidiary.


 


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


 


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


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting
Lender’s Applicable Percentage of the LC Exposure other than LC Exposure as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with
respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line
Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with
the terms hereof.


 






    15


     


    

 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“German Borrower”
means any Designated Borrower that is organized under the laws of Germany.


 


“German GmbH
Obligor” means any Designated Borrower or Subsidiary Guarantor that is incorporated in Germany as a German limited liability
company (GmbH).


 


“German Subsidiary”
means any Subsidiary that is organized under the laws of Germany.


 


“Governmental
Authority” means the government of the United States of America, any other nation or 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.


 


“Guaranteed
Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Agreement between any Loan Party
or any of its Subsidiaries and any Person that is (or that was on the date hereof) a Lender or an Affiliate of a Lender.


 


“Guaranteed
Obligations” has the meaning assigned to such term in the Subsidiary Guaranty.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations
(other than obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be the lower of (i) an
amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the
maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee,
or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount
is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 


“Honor Date”
has the meaning assigned to such term in Section 2.06(d)(i).


 






    16


     


    

 


“Immaterial
Subsidiary” shall mean any Subsidiary that (together with its Subsidiaries), as of the last day of the most
recently completed fiscal quarter of the Company for which financial statements have been delivered pursuant to Section
5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or Section 5.01(b), the most recent financial statements referred to in Section
3.04(a)) and for the period of four consecutive fiscal quarters then ended (a) (i) contributed less than ten
percent (10%) of the Company’s Consolidated EBITDA for such period and (ii) the consolidated total assets of which
constituted less than ten percent (10%) of the Company’s Consolidated Total Assets as of such date, and (b) (i)
taken together with all other Immaterial Subsidiaries as of such date, contributed less than ten percent (10%) of the
Company’s Consolidated EBITDA for such period and (ii) the consolidated total assets of which, taken together with
the consolidated total assets of all other Immaterial Subsidiaries as of such date, constituted less than ten percent (10%)
of the Company’s Consolidated Total Assets as of such date. 


 


“Incorporated
Interest Coverage Ratio Provision” means each of the interest coverage ratio calculated in accordance with (a) Section 10.2
of the Existing Senior Note Purchase Agreement, (b) Section 10.2 of the Senior Note Purchase Agreement, and (c) any similar
provision in any other debt securities of any Loan Party, in each case, as in effect on the Effective Date (or, if later, the date
such interest coverage ratio is first incorporated pursuant to the terms hereof, in each case without giving effect to any waiver,
supplement or other modification thereof that would have the effect of making any such Incorporated Interest Coverage Ratio Provision
less restrictive on the Borrowers and their Subsidiaries, to the extent such waiver, supplement or other modification has not been
consented to by the Required Lenders.


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
of any Person means, 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, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in
respect of the deferred purchase price of property or services (excluding accounts payable and intercompany charges of
expenses (including expenses related to research and development and intellectual technology) and other accrued obligations,
in each case incurred in the ordinary course of business), (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 property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such
Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) obligations of
such Person under Sale and Leaseback Transactions. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as
a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary in the
foregoing, in connection with any Acquisition by the Company or any Subsidiary not prohibited hereunder (or any sale,
transfer or other disposition by the Company or any Subsidiary permitted hereunder), the term
“Indebtedness” shall not include contingent post-closing purchase price adjustments or earn-outs to which the
seller in such Acquisition (or the buyer in such sale, transfer or other disposition, as the case may be) may become entitled
or contingent indemnity obligations that may be owed to such seller (or buyer, if applicable) in respect thereof. The amount
of Indebtedness of any Person for purposes of clause (f) above shall (unless such Indebtedness has been assumed by such
Person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the
fair market value of the property encumbered thereby as determined by such Person in good faith.


 






    17


     


    

 


“Indemnified
Taxes” means (i) Taxes that are imposed on or with respect to any payment made by or on account of any Loan Party
under any Loan Document, other than Excluded Taxes and (ii) Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.04(b).


 


“Ineligible
Institution” has the meaning assigned to such term in Section 9.05(b).


 


“Interest
Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section
2.08 in the form attached hereto as Exhibit B-2 or such other form as is reasonably satisfactory to the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of such Borrower.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swing Line Loan), the last day of each March,
June, September and December and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period
of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swing
Line Loan, the day that such Loan is required to be repaid and the Maturity Date.


 


“Interest
Period” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable
Borrower (or the Company on behalf of the applicable Borrower) may elect in its Borrowing Request or Interest Election Request;
provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.


 


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


 


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


 


“Issuing
Bank” means Bank of America, in its capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “Issuing Bank” shall
include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate.


 






    18


     


    

 


“Japanese
Yen” and/or “¥” means the lawful currency of Japan.


 


“Laukien Family
Member” means any one or more of the following individuals: Frank Laukien, Dirk Laukien, Isolde Laukien and Joerg Laukien.


 


“LC Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any LC Borrowing in accordance with its
Applicable Percentage. All LC Advances shall be denominated in Dollars.


 


“LC Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Borrowing. All LC Borrowings shall be denominated in Dollars.


 


“LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus
(b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at
such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.10. For all purposes of this Agreement, if on any date of determination
a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


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


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section
2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context
otherwise requires, the term “Lenders” includes the Swing Line Lender and the Issuing Bank.


 


“Letter of
Credit” means any letter of credit issued pursuant to this Agreement.


 


“Letter of
Credit Sublimit” has the meaning specified in Section 2.06(b).


 


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


 


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


 


“Leverage
Ratio” has the meaning assigned to such term in Section 6.10(a).


 


“LIBOR”
has the meaning assigned to such term in the definition of “Eurocurrency Rate”.


 






    19


     


    

 



 


“LIBOR Quoted
Currency” means each of the following currencies: Dollars; Euro; Sterling; Japanese Yen; and Swiss Franc; in each case
as long as there is a published LIBOR rate with respect thereto.


 


“LIBOR Screen
Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time).


 


“LIBOR Successor
Rate” has the meaning assigned to such term in Section 2.14(c).


 


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


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Loan Documents”
means this Agreement, each Designated Borrower Request and Assumption Agreement, the Subsidiary Guaranty, the Fee Letter, any promissory
notes executed and delivered pursuant to Section 2.10(e) and any and all other instruments and documents executed and delivered
in connection with any of the foregoing.


 


“Loan Parties”
means, collectively, the Borrowers and the Subsidiary Guarantors.


 


“Loans”
means the loans made by the Lenders to the Borrowers pursuant to this Agreement.


 


“Local Time”
means as to any borrowings and payments in any Agreed Currency, the local time in the place of settlement for such Agreed Currency
as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment.


 


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


 


“Margin Stock”
has the meaning assigned to such term in Regulation U issued by the Board.


 


“Material
Acquisition” means any Acquisition by the Company or any Subsidiary that involves the payment of consideration by the
Company and its Subsidiaries in excess of $100,000,000.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, property or condition (financial or
otherwise) of the Company and the Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or
any and all other Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.


 



    20


     


    







 


“Material
Disposition” means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions
of property that yields gross proceeds to the Company or any of its Subsidiaries in excess of $100,000,000.


 


“Material
Domestic Subsidiary” means, at any date of determination, each Domestic Subsidiary which (together with its Subsidiaries),
as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant
to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or Section 5.01(b), the most recent financial statements referred to in Section 3.04(a))
and for the period of four consecutive fiscal quarters then ended (i) contributed greater than ten percent (10%) of the Company’s
Consolidated EBITDA for such period, (ii) the consolidated total assets of which contributed greater than ten percent (10%) of
the Company’s Consolidated Total Assets as of such date or (iii) is otherwise designated as a “Material Domestic Subsidiary”
at such time pursuant to the proviso to this definition; provided that, if as of the last day of any fiscal quarter of the
Company the aggregate amount of the Company’s Consolidated EBITDA or Company’s Consolidated Total Assets attributable
to Domestic Subsidiaries (together with their respective Subsidiaries) that are not Material Domestic Subsidiaries exceed ten percent
(10%) of the Company’s Consolidated EBITDA for any such period or ten percent (10%) of the Company’s Consolidated Total
Assets as of such date, the Company (or, in the event the Company has failed to do so within ten days of the required date of delivery
of financial statements for the applicable fiscal quarter or fiscal year pursuant to Section 5.01(a) or Section 5.01(b),
the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” to eliminate
such excess, and such designated Domestic Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries
and each such Domestic Subsidiary (to the extent not already a Borrower or a Subsidiary Guarantor hereunder) shall comply with
the requirements of Section 5.10 (to the extent required thereunder).


 


“Material
Foreign Subsidiary” means, at any date of determination, each Foreign Subsidiary which (together with its Subsidiaries),
as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant
to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or Section 5.01(b), the most recent financial statements referred to in Section 3.04(a))
and for the period of four consecutive fiscal quarters then ended (i) contributed greater than ten percent (10%) of the
Company’s Consolidated EBITDA for such period, (ii) the consolidated total assets of which contributed greater than ten
percent (10%) of the Company’s Consolidated Total Assets as of such date or (iii) is otherwise designated as a “Material
Foreign Subsidiary” at such time pursuant to the proviso to this definition; provided that, if as of the last day
of any fiscal quarter of the Company the aggregate amount of the Company’s Consolidated EBITDA or Company’s Consolidated
Total Assets attributable to Foreign Subsidiaries and Domestic Subsidiaries (together with their respective Subsidiaries) that
are not Material Foreign Subsidiaries or Material Domestic Subsidiaries exceed twenty-five percent (25%) of the Company’s
Consolidated EBITDA for any such period or fifty percent (50%) of the Company’s Consolidated Total Assets as of the end
of any such fiscal quarter, the Company (or, in the event the Company has failed to do so within ten days of the required date
of delivery of financial statements for the applicable fiscal quarter or fiscal year pursuant to Section 5.01(a) or Section
5.01(b), the Administrative Agent) shall designate sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries”
to eliminate such excess, and such designated Foreign Subsidiaries shall for all purposes of this Agreement constitute Material
Foreign Subsidiaries and each such Foreign Subsidiary (to the extent not already a Borrower or a Subsidiary Guarantor hereunder)
shall comply with the requirements of Section 5.10 (to the extent required thereunder). Notwithstanding the foregoing to
the contrary, no Foreign Subsidiary shall be required to Guarantee the Obligations of a U.S. Loan Party (other than for the avoidance
of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party).


 






    21


     


    

 


“Material
Indebtedness” means any Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or
more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $25,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Material
Intellectual Property” means, as of any date of determination, intellectual property of the Loan Parties and their Subsidiaries
that as of such date is considered to be material to the conduct of the business of the Loan Parties and their Subsidiaries as
conducted as of the date of determination or have a material financial value to the Loan Parties and their Subsidiaries, taken
as a whole; provided, however, that any intellectual property that would otherwise be considered Material Intellectual
Property, which is developed or acquired by a Loan Party or its Subsidiaries after the Effective Date, shall be considered to be
Material Intellectual Property as of the date of determination described above.


 


“Maturity
Date” means December 11, 2024, and if such date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.15.


 


“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure
of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral
consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.21(a)(i), (a)(ii)
or (a)(iii), an amount equal to 105% of the outstanding amount of all LC Exposures, and (iii) otherwise, an amount
reasonably determined by the Administrative Agent and the Issuing Bank.


 


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


 


“New Money
Credit Event” means with respect to the Issuing Bank, any increase (directly or indirectly) in the Issuing Bank’s
exposure (whether by way of additional credit or banking facilities or otherwise, including as part of a restructuring) to any
Borrower, any Subsidiary or any Governmental Authority in any Borrower’s, Subsidiary’s or any applicable Letter of
Credit beneficiary’s country occurring by reason of (i) any law, action or requirement of any Governmental Authority
in such Borrower’s, Subsidiary’s or such Letter of Credit beneficiary’s country, or (ii) any request in
respect of external indebtedness of borrowers in such Borrower’s, Subsidiary’s or such Letter of Credit beneficiary’s
country applicable to banks generally which conduct business with such borrowers, or (iii) any agreement in relation to clause
(i) or (ii), in each case to the extent calculated by reference to the aggregate Revolving Credit Exposures outstanding prior to
such increase.


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.03(d).


 


“Non-Extension
Notice Date” has the meaning assigned to such term in Section 2.06(c)(iii).


 


“Non-LIBOR
Quoted Currency” means any currency other than a LIBOR Quoted Currency.


 






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


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing
Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or to the Lenders or
any of their Affiliates under any Banking Services Agreement or Guaranteed Hedge Agreement or in respect of any of the Loans made
or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any
thereof; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan
Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan
Party for purposes of determining any obligations of any Loan Party.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Original
Currency” has the meaning assigned to such term in Section 2.18(a).


 


“Originators”
means the Company and/or any of its Domestic Subsidiaries that are Wholly-Owned Subsidiaries in their respective capacities
as parties to any documents related to any Receivables Facility, as sellers or transferors of any Receivables and related security
in connection with a Permitted Receivables Transfer.


 


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


 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise
or property Taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance
or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the
Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Bank, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with
respect to any amount denominated in a Foreign Currency, the rate of interest per annum at which overnight deposits in the
applicable Foreign Currency, in an amount approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of
Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.


 






    23


     


    




 


“Participant”
has the meaning assigned to such term in Section 9.05(c).


 


“Participant
Register” has the meaning assigned to such term in Section 9.05(c).


 


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


 


“Patriot Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“Permitted
Encumbrances” means:


 


(a)          
Liens imposed by law for taxes, assessments or other governmental charges or levies that are (i) not yet due or are
being contested in compliance with Section 5.04, (ii) not yet delinquent for a period of more than 30 days, or (iii) for
property taxes on property that the Company or any Subsidiary has determined to abandon if the sole recourse for such property
tax is to such property;


 


(b)           
landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, craftsmen’s
and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by
more than thirty (30) days (or, if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien)
or are being contested in compliance with Section 5.04;


 


(c)          
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment
insurance and other social security laws or regulations;


 


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


 


(e)          
judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;
and


 


(f)          
easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the
ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Company or any Subsidiary; provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


 


“Permitted
Securitization Indebtedness” means non-recourse Indebtedness of an SPV and secured by Receivables pledged or otherwise
acquired in connection with a Permitted Receivables Transfer pursuant to a Receivables Facility.


 






    24


     


    

 


“Permitted
Receivables Transfer” means (i) a sale or other transfer by an Originator to an SPV of Receivables for fair market
value and without recourse (except for limited recourse typical of such structured finance transactions), and/or (ii) a sale,
pledge or other transfer by an SPV to (a) purchasers of or other investors in such Receivables and related security or (b) any
other Person (including an SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred (including
a pledge thereof) such Receivables and related security, in the case of either clause (i) or (ii) above pursuant
to and in accordance with the terms of any Receivables Facility; provided that the financing terms, covenants, termination
events and other provisions of any such Receivables Facility shall be market terms at the time that such transaction is consummated.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.


 


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


 


“Pro Forma
Basis” means, with respect to any event and subject to Section 1.04(b), that the Company is in compliance on a
pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect
to which compliance on a Pro Forma Basis is being tested had occurred on the first day of the four fiscal quarter period most recently
ended on or prior to such date for which financial statements have been delivered pursuant to Section 5.01.


 


“Proposed
Change” has the meaning assigned to such term in Section 9.03(d).


 


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


 


“Public Lender”
has the meaning specified in Section 5.01.


 


“QFC Credit
Support” has the meaning assigned to such term in Section 9.18(a).


 


“Receivables”
shall mean, with respect to any Person, all obligations of any obligor (whether now existing or hereafter arising) under a contract
for sale of goods or services by such Person or any of them, which shall include any obligation of such obligor (whether now existing
or hereafter arising) to pay interest, finance charges or amounts with respect thereto, and, with respect to any of the foregoing
receivables or obligations, (a) all of the interest of such Person in the goods (including returned goods) the sale of which
gave rise to such receivable or obligation after the passage of title thereto to any obligor, (b) all other Liens and property
subject thereto from time to time purporting to secure payment of such receivables or obligations, (c) all guarantees, insurance,
letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of
any such receivables or obligations, (d) all records and (e) all proceeds of the foregoing.


 


“Receivables
Facility” shall mean any agreement of any Person providing for sales, transfers or conveyances of Receivables of such
Person purporting to be sales (and considered sales under applicable law) that do not provide, directly or indirectly, for recourse
against the seller of such Receivables (or against any of such seller’s Affiliates) by way of a guaranty or any other support
arrangement, with respect to the amount of such Receivables (based on the financial condition or circumstances of the obligor
thereunder), other than such limited recourse as is reasonable given market standards for transactions of a similar type, taking
into account such factors as historical bad debt loss experience and obligor concentration levels.


 






    25


     


    

 


“Recipient”
means (a) the Administrative Agent, (b) any Lender, (c) any Issuing Bank, or (d) any other recipient of any
payment to be made by or on account of the obligation of any Loan Party hereunder.


 


“Register”
has the meaning set forth in Section 9.05.


 


“Regulation”
has the meaning assigned to such term in Section 3.01.


 


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


 


“Relevant
Governmental Body” means the Board and/or the FRBNY, or a committee officially endorsed or convened by the Board and/or
the FRBNY or any successor thereof for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar
to this Agreement.


 


“Removal Effective
Date” has the meaning assigned to such term in Section 8.07(b).


 


“Required
Lenders” means, subject to Section 2.25, at any time, Lenders having Revolving Credit Exposures and unused Commitments
representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time.


 


“Resignation
Effective Date” has the meaning assigned to such term in Section 8.07(a).


 


“Responsible
Officer” means (i) the chief executive officer, president, or Financial Officer of a Loan Party or with respect
to a Dutch Borrower or a Dutch Subsidiary Guarantor, any board member authorized to represent such Dutch Borrower of Dutch Subsidiary
Guarantor, (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary
or any assistant secretary of a Loan Party and (iii) solely for purposes of notices given pursuant to Article II, any
other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company.


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Loan denominated in an Agreed Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Agreed
Currency, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require;
and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Agreed Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing
the amount thereof, (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an Agreed
Currency, and (iv) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required
Lenders shall require.


 






    26


     


    

 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Loans and its LC Exposure and Swing Line Exposure at such time.


 


“Revolving
Loan” means a Loan made pursuant to Section 2.01.


 


“Sale and
Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease
such property or asset as lessee.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with
respect to disbursements and payments in a Foreign Currency, same day or other funds as may be determined in good faith by the
Administrative Agent or the Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Foreign Currency.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions
(at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC, the U.S. Department of State, the United Nations Security Council, Her Majesty’s Treasury of the United Kingdom,
the European Union, any European Union member state, the Monetary Authority of Singapore, the Hong Kong Monetary Authority, or
Switzerland (administered by SECO and/or the Swiss Directorate of Public International Law) including OFAC’s List of Specially
Designated Nationals, Her Majesty’s Treasury of the United Kingdom’s Consolidated List of Financial Sanctions Targets
and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, (b) any Person operating,
organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described
in the foregoing clauses (a) or (b).


 


“Sanctions”
means all 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 or (b) the United Nations Security Council,
the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the Monetary Authority
of Singapore, the Hong Kong Monetary Authority, Switzerland and/or the Swiss Directorate of Public International Law.


 


“Scheduled
Unavailability Date” has the meaning assigned to such term in Section 2.14(c)(ii).


 


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


 


“Senior Note
Purchase Agreement” means that certain Note Purchase Agreement, dated as of December 11, 2019, between the Company and
the purchasers named therein, pursuant to which the Senior Notes were issued.


 


“Senior Note
Purchase Documents” means, collectively, (a) the Senior Note Purchase Agreement, (b) the Senior Notes, and
(c) the other documents (including any Guarantees thereunder), instruments or agreement entered into in connection with any
of the foregoing, in each case, as the same may be amended, modified, supplemented or replaced in accordance therewith and with
this Agreement.


 






    27


     


    

 


“Senior Note
Obligations” means all obligations and liabilities of the Company and its Subsidiaries under the Senior Note Purchase
Documents.


 


“Senior Notes”
means those certain 1.01% Senior Notes due December 11, 2029 issued pursuant to the Senior Note Purchase Agreement.


 


“SOFR”
means with respect to any day means the secured overnight financing rate published for such day by the FRBNY, as the administrator
of the benchmark (or a successor administrator) on the FRBNY’s website (or any successor source) and, in each case, that
has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“Solvent”
means, in reference to any Borrower, (i) the fair value of the assets of such Borrower, at a fair valuation, will exceed its
debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of such
Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) such Borrower
will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (iv) such Borrower will not have unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.


 


“Special Notice
Currency” means at any time a Foreign Currency, other than the currency of a country that is a member of the Organization
for Economic Cooperation and Development at such time located in North America or Europe.


 


“Specified
Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or
any rules or regulations promulgated thereunder.


 


“SPV”
means any Wholly-Owned Subsidiary of the Company (formed solely for the purposes of engaging in a Receivables Facility with an
Originator and to which such Originator transfers accounts receivable and related security) which engages in no activities other
than in connection with the financing of accounts receivable contributed by such Originator to such Wholly-Owned Subsidiary, security
relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of
directors of the Company, or a committee thereof (in each case, as provided below), as a SPV and:


 


(a)          
no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Wholly-Owned Subsidiary:


 


(i)            
is guaranteed by any Borrower or any Subsidiary;


 


(ii)           
is recourse to or obligates any Borrower or any Subsidiary in any way, other than such limited recourse to such SPV or the
applicable Originator as is reasonable given market standards for transactions of a similar type; or


 






    28


     


    

 


(iii)          
subjects any property or asset of any Borrower or any Subsidiary, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than such limited recourse to such SPV or the applicable Originator as is reasonable given market
standards for transactions of a similar type;


 


(b)          
with which neither any Borrower nor any Subsidiary has any material contract, agreement, arrangement or understanding other
than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might
be obtained at the time from Persons that are not Affiliates of the Loan Parties; and


 


(c)          
to which neither the Company nor any other Subsidiary has any obligation to maintain or preserve such entity’s financial
condition or cause such entity to achieve certain levels of operating results.


 


Any such designation
by the board of directors of the Company (or any committee thereof) will be evidenced to the Administrative Agent by filing with
the Administrative Agent a certified copy of the resolution of the board of directors of Company (or any committee thereof) giving
effect to such designation and a certificate of a Responsible Officer of the Company certifying that such designation complied
with the foregoing conditions.


 


“Stated Ratio”
has the meaning assigned to such term in Section 6.10(a).


 


“Sterling”
and “£” mean the lawful currency of the United Kingdom.


 


“Subordinated
Indebtedness” means any Indebtedness of the Company or any Subsidiary the payment of which is subordinated to payment
of the obligations under the Loan Documents.


 


“Subordinated
Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered
into in connection with any Subordinated Indebtedness.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
means any subsidiary of the Company, or, as applicable, any other Loan Party, as specified herein.


 


“Subsidiary
Guarantor” means collectively (a) with respect to all Obligations, each Material Domestic Subsidiary that is not a Borrower
(other than any SPV) and (b) solely with respect to the Foreign Obligations, each Material Foreign Subsidiary that is not a Borrower
(other than any SPV). The Subsidiary Guarantors on the Effective Date are identified as such in Schedule 3.01 hereto.


 


“Subsidiary
Guaranty” means (a) that certain Guaranty (Domestic Subsidiaries) dated as of the Effective Date in the form of Exhibit
G-1 (including any and all supplements thereto) and executed by each Subsidiary Guarantor party thereto, (b) that certain
Guaranty (Foreign Subsidiaries) dated as of the Effective Date in the form of Exhibit G-2 (including any and all supplements
thereto) and executed by each Subsidiary Guarantor party thereto, and, (c) each other guaranty agreement (in form and substance
reasonably acceptable to the Administrative Agent) with respect to the Obligations furnished by a Subsidiary Guarantor, in each
case as amended, restated, supplemented or otherwise modified from time to time.


 






    29


     


    

 


“Supported
QFC” has the meaning assigned to such term in Section 9.18(a).


 


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


 


“SWIFT”
has the meaning assigned to such term in Section 2.06(g).


 


“Swing Line
Exposure” means, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing
Line Exposure of any Lender at any time shall be its Applicable Percentage of the total Swing Line Exposure at such time.


 


“Swing Line
Lender” means Bank of America, in its capacity as lender of Swing Line Loans hereunder.


 


“Swing Line
Loan” means a Loan made pursuant to Section 2.05.


 


“Swing Line
Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which shall be substantially
in the form of Exhibit B-3 or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed
by a Responsible Officer of such Borrower.


 


“Swiss Borrower”
means a Borrower incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident
pursuant to Art. 9 of the Swiss Federal Withholding Tax Act.


 


“Swiss Federal
Tax Administration” means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act (Eidgenössische
Steuerverwaltung).


 


“Swiss Federal
Withholding Tax” means a tax under the Swiss Federal Withholding Tax Act.


 


“Swiss Federal
Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz vom 13. Oktober
1965 über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable
from time to time.


 


“Swiss Francs”
means the lawful currency of Switzerland.


 






    30


     


    

 


“Swiss Guidelines”
means, together, the guidelines S-02.123 in relation to interbank loans of 22 September 1986 as issued by the Swiss Federal Tax
Administration (Merkblatt S-02.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind
Interbankguthaben)), S-02.130.1 in relation to money market instruments and accounts receivable of April 1999 (Merkblatt
S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”), the circular letter
No. 15 (1-015-DVS-2017) of 3 October 2017 in relation to bonds and derivative financial instruments as subject matter of taxation
of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative
Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober
2017) and the circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben
Nr. 34 “Kundenguthaben” vom 26. Juli 2011) and the practice note 010-DVS-2019 dated 5 February 2019 published
by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in the Group (Mitteilung-010-DVS-2019-d vom 5. Februar
2019 - Verrechnungssteuer: Guthaben im Konzern), the circular letter No. 46 of 24 July 2019 (1-046-VS-2019) in relation to
syndicated credit facilities, promissory note loans, bills of exchange and subparticipations (Kreisschreiben Nr. 46 vom 24.
Juli 2019 betreffend "Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen,
Wechseln und Unterbeteiligungen") and the circular letter No. 47 of 25 July 2019
(1-047-V-2019) in relation to bonds (Kreisschreiben Nr. 47 vom 25. Juli 2019 betreffend "Obligationen") as issued,
and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling
(if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance,
regulation, court decision or the like as in force from time to time. 


 


“Swiss Loan
Party” means any Loan Party incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying
as a Swiss resident pursuant to art 9 of the Swiss Federal Withholding Tax Act.


 


“Swiss Non-Bank
Rules” means the Swiss Ten Non-Bank Rule and the Swiss Twenty Non-Bank Rule.


 


“Swiss Non-Qualifying
Bank” means a financial institution or other entity which does not qualify as a Swiss Qualifying Bank.


 


“Swiss Qualifying
Bank” means:


 


any bank as
defined in the Swiss Federal Code for Banks and Savings Banks dated 8 November 1934 (Bundesgesetz über die Banken und Sparkassen);
or


 


a person or
entity which effectively conducts banking activities with its own infrastructure and staff as its principal business purpose and
which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of
incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all
and in each case in accordance with the Swiss Guidelines.


 


“Swiss Security”
means a mortgage, charge, pledge, lien, assignment or transfer for security purposes, retention of title arrangement, mandate to
create a mortgage or a pledge over business assets or other security interest having a similar effect, in each case governed by
Swiss law.


 


“Swiss Tax
Deduction” means a deduction or withholding for or on account of Tax from a payment under a Loan Document in connection
with the Swiss Federal Withholding Tax.


 


“Swiss Ten
Non-Bank Rule” means the rule that the aggregate number of creditors that are Swiss Non-Qualifying Banks must not at
any time exceed ten, in each case in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory
notes addressing the same issues that are in force at such time.


 






    31


     


    

 


“Swiss Twenty
Non-Bank Rule” means the rule that (without duplication) the aggregate number of creditors (including the Lenders), other
than Swiss Qualifying Banks, of any Swiss Loan Party under all outstanding debts relevant for classification as debenture (Kassenobligation)
(including debt arising under this Agreement and intra-group loans (if and to the extent intra-group loans are not exempt in accordance
with the ordinance of the Swiss Federal Council of 18 June 2010 amending the Swiss Federal Ordinance on Swiss withholding tax and
the Swiss Federal Ordinance on stamp duties with effect as of 1 August 2010), loans, facilities and/or private placements (including
under this Agreement)) must not at any time exceed twenty, all in accordance with the Swiss Guidelines and it being understood
that each Swiss Loan Party shall assume that the aggregate number of Lenders which are Swiss Non-Qualifying Banks is ten.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement)
for the settlement of payments in Euro which utilizes a single shared platform and which was launched on November 19, 2007.


 


“TARGET2 Day”
means a day that TARGET2 is open for the settlement of payments in Euro.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings imposed
by any Governmental Authority, including any interest, addition to tax or penalties applicable thereto.


 


“Term Loan
Agreement” means the Term Loan Agreement dated as of the date hereof among others, the Company, the other borrowers party
thereto, the lenders from time to time party thereto and Bank of America, as administrative agent.


 


“Term Loan
Documents” means the “Loan Documents” under and as defined in the Term Loan Agreement.


 


“Term Loan
Obligations” means all “Obligations” under and as defined in the Term Loan Agreement.


 


“Term SOFR”
means the forward-looking term rate for any period that is approximately (as determined by the “Administrative Agent”)
as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based
on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion.


 


“Trade Date”
has the meaning assigned to such term in Section 9.05.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Treasury
Stock” means capital stock of the Company that is owned by the Company and held in treasury.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurocurrency Rate or the Alternate Base Rate.


 






    32


     


    

 


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


 


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


 


“Unreimbursed
Amount” has the meaning assigned to such term in Section 2.06(d)(i).


 


“Unrestricted
Cash” means cash and cash equivalents of the Company and its Subsidiaries that (i) does not appear as “restricted”
on a consolidated balance sheet of the Company or any of its Subsidiaries and (ii) is not otherwise subject to any Lien, except
in favor of the Administrative Agent pursuant to any Loan Document to secure the Obligations.


 


“Unrestricted
Cash Amount” shall mean, on any date of determination, the lesser of (a) Unrestricted Cash in an amount equal to
$100,000,000 and (b) the aggregate sum of Unrestricted Cash, in each case, of the Borrowers and the Subsidiary Guarantors
maintained in an account with a Lender.


 


“U.S. Loan
Party” means any Loan Party that is not a Foreign Obligor.


 


“U.S. Special
Resolution Regimes” has the meaning assigned to such term in Section 9.18(a).


 


“U.S. Tax
Compliance Certificate” has the meaning set forth in Section 2.17(e).


 


“VAT”
means any indirect tax levied on the consumption of goods and services in compliance with the Council Directive of 28 November
2006 on the common system of value added tax (EC Directive 2006/112) or any other tax of a similar nature, whether imposed in a
member state of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere.


 


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares)
and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries
at such time.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means as applicable and as the context may require, the Company and/or the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, 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
1.02 Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”)
or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”)
or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency
Revolving Borrowing”).


 






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Section
1.03 terms Generally.


 


(a)          
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law”
shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of
all Governmental Authorities. 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 or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto
as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) 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, (e) 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 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.


 


(b)         
Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a
limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any
division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability
company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


Section
1.04 Accounting Terms; GAAP; Pro Forma Calculations.


 


(a)           
Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without
giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company
or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated
manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding
the effectiveness of any changes in GAAP from time to time (including changes described in Accounting Standard Codification 842
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect), any lease
that would be characterized as an operating lease under GAAP in effect immediately prior to such change (whether such lease is
entered into before or after the Effective Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document
as a result of such changes in GAAP unless otherwise agreed to in writing by the Company and the Required Lenders. In furtherance
of the foregoing, notwithstanding any other provision contained herein, each financial covenant, ratio, accounting definition
or requirement used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without
giving effect to the adoption of Accounting Standards Codification 842; provided that all financial statements delivered
pursuant to this Agreement shall, if applicable and solely to the extent reasonably requested by the Administrative Agent, be
accompanied by a schedule showing any adjustments necessary to reconcile such financial statements with GAAP prior to the adoption
of Accounting Standards Codification 842, with respect to such lease liabilities.


 






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(b)          
All pro forma computations required to be made hereunder giving effect to any Material Acquisition or Material Disposition,
or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect
thereto (and, in the case of any pro forma computation made hereunder to determine whether such Material Acquisition or Material
Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder,
to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation
and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive
fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to
Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last
fiscal quarter included in the financial statements referred to in Section 3.04(a)), and, to the extent applicable, to the
historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of
Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act.


 


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


 


Section
1.06 Exchange Rates; Currency Equivalents.


 


(a)          
The Administrative Agent or the Issuing Bank, as applicable, shall determine in good faith the Exchange Rates as of each
Revaluation Date to be used for calculating Dollar Amounts of Credit Events and outstanding Loans and Letters of Credit denominated
in Agreed Currencies. Such Exchange Rates shall become effective as of such Revaluation Date and shall be the Exchange Rates employed
in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein,
the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Amount as so
determined in good faith by the Administrative Agent or the Issuing Bank, as applicable.


 






    35


     


    

 


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


 


(c)           
Any amount specified in this Agreement (other than in Articles VIII and IX) or any of the other Loan Documents
to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof
in the applicable currency to be determined in good faith by the Administrative Agent at such time on the basis of the Exchange
Rate for the purchase of such currency with Dollars.


 


(d)          
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability
with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency
Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including,
without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming
Changes.


 


Section
1.07 Additional Foreign Currencies.


 


(a)           
The Company may from time to time request that Eurocurrency Loans be made and/or Letters of Credit be issued in a currency
other than those specifically listed in the definition of “Foreign Currency;” provided that such requested
currency is an Eligible Currency. In the case of any such request with respect to the making of Eurocurrency Loans, such request
shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect
to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Issuing
Bank (which approval shall not be unreasonably withheld, conditioned or delayed).


 


(b)          
Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date
of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the Issuing Bank, in its or their sole discretion). In the case of any such request pertaining
to Eurocurrency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request
pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Issuing Bank thereof. Each Lender (in the case
of any such request pertaining to Eurocurrency Loans) or the Issuing Bank (in the case of a request pertaining to Letters of Credit)
shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents,
in its sole discretion, to the making of Eurocurrency Loans or the issuance of Letters of Credit, as the case may be, in such requested
currency.


 


(c)            
Any failure by a Lender or the Issuing Bank, as the case may be, to respond to such request within the time period specified
in the preceding sentence shall be deemed to be a refusal by such Lender or the Issuing Bank, as the case may be, to permit Eurocurrency
Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders
consent to making Eurocurrency Loans in such requested currency, the Administrative Agent shall so notify the Company in writing
and such currency shall thereupon be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Borrowings
of Eurocurrency Loans; and if the Administrative Agent and the Issuing Bank consent to the issuance of Letters of Credit in such
requested currency, the Administrative Agent shall so notify the Company in writing and such currency shall thereupon be deemed
for all purposes to be an Agreed Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent
shall fail to obtain consent to any request for an additional currency under this Section 1.07, the Administrative Agent
shall promptly so notify the Company in writing.


 






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Section
1.08 Change of Currency.


 


(a)          
Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the
European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement
in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis
of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect
from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency
of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing,
at the end of the then current Interest Period.


 


(b)          
Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent
may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and
any relevant market conventions or practices relating to the Euro; provided, however, that any changes to this Agreement
pursuant to this Section 1.08(b) shall be consistent with changes that the Administrative Agent is generally making in credit
agreements involving borrowers similarly situated to the Borrowers.


 


(c)         
Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative
Agent (in consultation with Borrowers) may from time to time specify to be appropriate to reflect a change in any Agreed Currency
and any relevant market conventions or practices relating to the change in such Agreed Currency; provided, however,
that any changes to this Agreement pursuant to this Section 1.08(c) shall be consistent with changes that the Administrative
Agent is generally making in credit agreements involving borrowers similarly situated to the Borrowers.


 


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


 


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


 


Article
II


 


The Credits


 


Section
2.01 Commitments. Subject to the terms and
conditions set forth herein, each Lender (severally and not jointly) agrees to make Loans to the Borrowers in one or more
Agreed Currencies from time to time, on any Business Day, during the Availability Period in an aggregate principal amount
that will not result in (a) subject to Section 2.04 and Section 2.11(b), the Dollar Amount of such
Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, or (b) subject to Section 2.04
and Section 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate
Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans.


 






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Section
2.02 Loans and
Borrowings.


 


(a)          
Each Revolving Loan (other than a Swing Line Loan) shall be made as part of a Borrowing consisting of Revolving Loans made
by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to
be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders
are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swing Line Loan
shall be made in accordance with the procedures set forth in Section 2.05.


 


(b)          
Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the relevant
Borrower may request in accordance herewith; provided that (i) each ABR Loan shall only be made in Dollars and (ii) each
Loan denominated in a Foreign Currency shall be made as a Eurocurrency Loan. Each Swing Line Loan shall be made solely in Dollars
and shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan (and in the case of an Affiliate, the provisions of Section 2.14, Section 2.15, Section
2.16 and Section 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any
exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms
of this Agreement.


 


(c)          
At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in (i) Japanese Yen, ¥100,000,000 or
(ii) a Foreign Currency other than Japanese Yen, 1,000,000 units of such currency) and not less than $3,000,000 (or, if such
Borrowing is denominated in (i) Japanese Yen, ¥300,000,000 or (ii) a Foreign Currency other than Japanese Yen, 3,000,000
units of such currency). At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $100,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate amount that
is equal to the entire unused balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(i). Each Swing Line Loan shall be in an amount that is an integral multiple of $100,000
and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that
there shall not at any time be more than a total of ten (10) Eurocurrency Borrowings outstanding.


 


(d)          
Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


(e)          
Any Credit Event to any Dutch Borrower shall at all times be provided by a Lender that is a Dutch Non-Public Lender.


 


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


 






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Section
2.03 Requests for Borrowings. To request a
Borrowing, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative
Agent of such request (a) by irrevocable written notice via a written Borrowing Request signed by the applicable
Borrower, or the Company on behalf of the applicable Borrower, or (b) by telephone; provided that any such
telephonic notice shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written
Borrowing Request signed by the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such Borrowing
Request must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the
requested date of any Borrowing of Eurocurrency Loans denominated in Dollars, Euro or Sterling, (ii) four Business Days
(or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurocurrency
Loans denominated in any other Foreign Currencies, and (iii) on the requested date of any Borrowing of ABR Loans. Each
such telephonic notice and written Borrowing Request shall specify the following information in compliance with Section
2.02:


 


(i)            
the name of the Borrower requesting such Borrowing;


 


(ii)           
the aggregate principal amount and currency of the requested Borrowing;


 


(iii)          
the date of such Borrowing, which shall be a Business Day;


 


(iv)          
whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)            
in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


 


(vi)         
the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply
with the requirements of Section 2.07.


 


If no election as to the Type
of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed
to have selected an Interest Period of one month’s duration. If, in the case of a Borrowing denominated in a Foreign Currency,
Borrowing Request does not specify a Type of Borrowing or an Interest Period, then the applicable Borrower shall be deemed to have
selected a Eurocurrency Rate Loan with an Interest Period of one month’s duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount
of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section
2.04 Determination of Dollar Amount. The
Administrative Agent will determine in good faith the Dollar Amount of each Eurocurrency Borrowing, the LC Exposure, or
outstanding Credit Events, in each case, on and as of each Revaluation Date.


 


Section
2.05 Swing Line Loans.


 


(a)          
Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in
this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from
time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that
will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the
Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender
shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans
shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal
to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 






    39


     


    

 


 


 


 



 


(b)          
To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or
(ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the
Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a
minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company.
The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to
the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the
reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the
requested date of such Swing Line Loan.


 


(c)          
Refinancing of Swing Line Loans.


 


(i)       
The Swing Line Lender at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s
Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written
request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized
portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than delivery by the Company of
a Borrowing Request). The Swing Line Lender shall furnish the Company with a copy of the applicable Borrowing Request promptly
after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of
the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender
at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such
Borrowing Request, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed
to have made an ABR Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing
Line Lender.


 


(ii)      
If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.05(c)(i),
the request for ABR Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line
Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to
the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment
in respect of such participation.


 


(iii)     
If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section
2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time
in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with
the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may
be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts
owing under this clause (iii) shall be conclusive absent manifest error.


 



    40


     


    




 


(iv)      
Each Lender’s obligation to make Loans or to purchase and fund risk participations in Swing Line Loans pursuant to
this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02 (other than
delivery by the Company of a Borrowing Request). No such funding of risk participations shall relieve or otherwise impair the obligation
of the Company to repay Swing Line Loans, together with interest as provided herein.


 


(d)          
Repayment of Participations.


 


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


 


(ii)      
If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by the Swing Line Lender under any of the circumstances described in Section 9.21 (including pursuant to
any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the
request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


(e)           
Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for
interest on the Swing Line Loans. Until each Lender funds its ABR Loan or risk participation pursuant to this Section 2.05
to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage
shall be solely for the account of the Swing Line Lender.


 


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


 






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Section
2.06 Letters of Credit.


 


(a)          
General. Subject to the terms and conditions set forth herein, (i) the Issuing Bank agrees, in reliance upon
the agreements of the Lenders set forth in this Section 2.06(a), (A) from time to time on any Business Day prior to
the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Agreed Currencies for the account of any Borrower
(or for the account of any Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section
2.06(b) below, and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate
in Letters of Credit issued for the account of any Borrower (or for the account of any Subsidiary) and any drawings thereunder.
In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by a Borrower to, or entered into by a Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control; provided, however,
if the Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction the Issuing Bank deems, in its reasonable
judgment, may at any time subject it to a New Money Credit Event or a Country Risk Event, the Loan Parties shall, at the written
request of the Issuing Bank, guaranty and indemnify the Issuing Bank against any and all costs, liabilities and losses resulting
from such New Money Credit Event or Country Risk Event, in each case, in a form and substance reasonably satisfactory to the Issuing
Bank. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall
not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business
of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions
to the extent such activities or business would be prohibited by Sanctions or (ii) in any manner that would result in a violation
of any Sanctions by any party to this Agreement. Each Borrower unconditionally and irrevocably agrees that, in connection with
any Letter of Credit issued for the support of any obligations of any such Person’s Subsidiary as provided in the first
sentence of this paragraph and subject to Section 2.26, such Borrower will be fully responsible for the reimbursement of
LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section
2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (each Borrower hereby
irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary
that is an account party in respect of any such Letter of Credit). Each Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries.


 


(b)          
Certain Conditions. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit each Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (x) subject to Section 2.04 and Section 2.11(b), the
Dollar Amount of the LC Exposure shall not exceed $25,000,000 (the “Letter of Credit Sublimit”), (y) subject
to Section 2.04 and Section 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not
exceed the total Commitments and (z) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment.


 


(i)                
The Issuing Bank shall not issue any Letter of Credit, if:


 


(1)        
subject to Section 2.06(c)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months
after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(2)        
the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Lenders have approved such expiry date.


 


(ii)              
The Issuing Bank shall not be under any obligation to issue any Letter of Credit if:


 


(1)       
any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request
that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the
Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank
any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith
deems material to it;


 






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(2)        
the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit
generally;


 


(3)        
except as otherwise agreed by the Administrative Agent and the Issuing Bank, the Letter of Credit is in an initial stated
amount less than $50,000;


 


(4)         
except as otherwise agreed by the Administrative Agent and the Issuing Bank, the Letter of Credit is to be denominated in
a currency other than an Agreed Currency;


 


(5)        
the Issuing Bank does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested
currency; or


 


(6)        
any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate the
Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.25) with respect to the Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other actual or potential
Fronting Exposure, as it may elect in its sole discretion.


 


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


 


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


 






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(ii)      
Promptly after receipt of any Letter of Credit Application, the Issuing Bank will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from a Borrower
and, if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance
or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not
then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter
of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in
accordance with the Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a
risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit.


 


(iii)     
If a Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least
once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior written notice
to the applicable Borrower and the beneficiary thereof at least thirty (30) days prior to the effective date of the next scheduled
automatic extension (the “Non-Extension Notice Date”). Unless otherwise directed by the Issuing Bank, the applicable
Borrower shall not be required to make a specific request to the Issuing Bank for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the
extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided,
however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined in good faith
that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of Section 2.06(b)(i) or (ii) or otherwise), or (B) it
has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or any Loan Party that one or more of the applicable conditions specified in Section 4.02 (other than
delivery by a Borrower of a Borrowing Request) is not then satisfied, and in each such case directing the Issuing Bank not to permit
such extension.


 


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


 






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(d)          
Drawings and Reimbursements; Funding of Participations.


 


(i)       
Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing
Bank shall notify the Company and the Administrative Agent in writing thereof. In the case of a Letter of Credit denominated in
a Foreign Currency, the applicable Borrower shall reimburse the Issuing Bank in such Foreign Currency, unless (A) the Issuing
Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence
of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the Issuing Bank promptly following
receipt of the notice of drawing that the Company will reimburse the Issuing Bank in Dollars. In the case of any such reimbursement
in Dollars of a drawing under a Letter of Credit denominated in a Foreign Currency, the Issuing Bank shall notify the applicable
Borrower of the Dollar Amount of the amount of the drawing promptly following the determination thereof. Not later than 2:00 p.m.
on the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Local Time on the date
of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in a Foreign Currency (each such date, an “Honor
Date”) if the applicable Borrower shall have received notice of such payment prior to 10:00 a.m. on the date of such
payment, or, if such notice has not been received by the applicable Borrower prior to such time on such date, then not later than
2:00 p.m. on the Business Day immediately following the day that the applicable Borrower receives such notice under a Letter of
Credit to be reimbursed in Dollars, or the Local Time on the Business Day immediately following the day that the applicable Borrower
receives such notice under a Letter of Credit to be reimbursed in a Foreign Currency, the applicable Borrower shall reimburse the
Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.
In the event that (A) a drawing denominated in a Foreign Currency is to be reimbursed in Dollars pursuant to the second sentence
in this Section 2.06(d)(i) and (B) the Dollar Amount paid by the applicable Borrower, whether on or after the Honor
Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated
in the Foreign Currency equal to the drawing, such Borrower agrees, as a separate and independent obligation, to indemnify the
Issuing Bank for the loss resulting from its inability on that date to purchase the Foreign Currency in the full amount of the
drawing. If the applicable Borrower fails to timely reimburse the Issuing Bank on the Honor Date, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the
Dollar Amount thereof in the case of a Letter of Credit denominated in a Foreign Currency) (the “Unreimbursed Amount”),
and the amount of such Lender’s Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to
have requested a Borrowing of ABR Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the
amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the
delivery of a Borrowing Notice). Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.06(d)(i)
may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.


 


(ii)      
Each Lender shall upon any notice pursuant to Section 2.06(d)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the Issuing Bank, in Dollars, at the Administrative Agent’s
Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.06(d)(iii), each Lender that so makes funds available shall be deemed to have made an ABR Loan to the applicable Borrower
in such amount. The Administrative Agent shall remit the funds so received to the Issuing Bank in Dollars.


 






    45


     


    

 


(iii)     
With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of ABR Loans because the conditions
set forth in Section 4.02 (other than delivery by the Company of a Borrowing Request) cannot be satisfied or for any other
reason, the applicable Borrower shall be deemed to have incurred from the Issuing Bank an LC Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear
interest at the interest rate otherwise applicable to an ABR Loan (including the Applicable Rate) plus 2% per annum. In such event,
each Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.06(d)(ii)
shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender
in satisfaction of its participation obligation under this Section 2.06.


 


(iv)     
Until each Lender funds its Loan or LC Advance pursuant to this Section 2.06(d) to reimburse the Issuing Bank for
any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the Issuing Bank.


 


(v)      
Each Lender’s obligation to make Loans or LC Advances to reimburse the Issuing Bank for amounts drawn under Letters
of Credit, as contemplated by this Section 2.06(d), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Issuing Bank, any Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Loans pursuant to this Section 2.06(d) is subject to the conditions
set forth in Section 4.02 (other than delivery of a Borrowing Request). No such making of an LC Advance shall relieve or
otherwise impair the obligation of the applicable Borrower to reimburse the Issuing Bank for the amount of any payment made by
the Issuing Bank under any Letter of Credit, together with interest as provided herein.


 


(vi)     
If any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.06(d) by the time specified in Section
2.06(d)(ii), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal
to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged
by the Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or LC Advance in respect of the relevant
LC Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any Lender (through the Administrative Agent)
with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 






    46


     


    

 


(e)           
Repayment of Participations.


 


(i)       
At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Lender such Lender’s
LC Advance in respect of such payment in accordance with Section 2.06(d), if the Administrative Agent receives for the account
of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Applicable Percentage thereof in Dollars and in the same funds as those received by the Administrative
Agent.


 


(ii)      
If any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.06(d)(i)
is required to be returned under any of the circumstances described in Section 9.21 (including pursuant to any settlement
entered into by the Issuing Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuing
Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


 


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


 


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


 


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


 


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


 


(iv)    
waiver by the Issuing Bank of any requirement that exists for the Issuing Bank’s protection and not the protection
of the applicable Borrower or any waiver by the Issuing Bank which does not in fact materially prejudice the applicable Borrower;


 


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


 


(vi)    
any payment made by the Issuing Bank in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the Uniform Commercial Code in effect in the State of New York, the ISP or the UCP, as applicable;


 






    47


     


    

 


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


 


(viii)   
any adverse change in the relevant exchange rates or in the availability of the relevant Agreed Currency to the applicable
Borrower or any Subsidiary or in the relevant currency markets generally; or


 


(ix)     
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge of, the applicable Borrower or any Subsidiary.


 


Each Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the applicable Borrower’s instructions or other irregularity, the applicable Borrower will immediately
notify the Issuing Bank. The applicable Borrower shall be conclusively deemed to have waived any such claim against the Issuing
Bank and its correspondents unless such notice is given as aforesaid.


 


(g)          
Role of Issuing Bank. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit,
the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents
expressly required by the applicable Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document
or the authority of the Person executing or delivering any such document. None of the Issuing Bank, the Administrative Agent,
any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders
or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct;
or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and
shall not, preclude any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law
or under any other agreement. None of the Issuing Bank, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the Issuing Bank shall be liable or responsible for any of the matters described
in clauses (i) through (ix) of Section 2.06(f); provided, however, that anything in such
clauses to the contrary notwithstanding, the Borrowers may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrowers found by a nonappealable judgment of a court of competent jurisdiction to have resulted from the Issuing
Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear
on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the
contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason. The Issuing Bank may send a Letter of Credit or conduct any
communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”)
message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 






    48


     


    

 


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


 


(i)           
Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Company,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders
of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank
under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.


 


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


 


Section
2.07 Funding of Borrowings.


 


(a)          
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of Same Day Funds
at the Administrative Agent’s Office for the applicable currency (i) in the case of Loans denominated in Dollars, by
1:00 p.m. and (ii) in the case of each Loan denominated in a Foreign Currency, not later than the Local Time specified by
the Administrative Agent; provided that Swing Line Loans shall be made as provided in Section 2.05. The Administrative
Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to
(x) an account of such Borrower maintained with the Administrative Agent and designated by such Borrower in the applicable
Borrowing Request, or (y) by wire transfer of such funds in accordance with instructions provided (and reasonably acceptable)
to the Administrative Agent by such Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(i) shall be remitted by the Administrative Agent
to the Issuing Bank.


 


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


 






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(c)          
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 Borrowers by the Administrative Agent
because the conditions to the applicable Credit Event set forth in Article IV are not satisfied or waived in accordance
with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender,
without interest.


 


Section
2.08 Interest Elections.


 


(a)          
Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may
elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing,
may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swing Line Borrowings, which may not be converted or continued.


 


(b)          
To make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative
Agent of such election by (1) telephone or (2) an irrevocable written notice via an Interest Election Request signed
by such Borrower, or the Company on its behalf; provided that any such telephonic notice shall be irrevocable and shall
be confirmed promptly by delivery to the Administrative Agent of a written Interest Election Request signed by such Borrower, or
the Company on its behalf. Each such Interest Election Request must be received by the Administrative Agent not later than by the
time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election. Notwithstanding any contrary provision herein,
this Section shall not be construed to permit any Borrower to (i) change the currency of any Borrowing, (ii) elect an
Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to
a Borrowing of a Type not available under such Borrowing. No Loan may be converted into or continued as a Loan denominated in a
different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.


 






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(c)           
Each telephonic and written Interest Election Request shall specify the following information in compliance with Section
2.02:


 


(i)       
the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);


 


(ii)      
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)     
whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)     
if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto
after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest
Period”.


 


If any such Interest Election
Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed
to have selected an Interest Period of one month’s duration.


 


(d)          
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)          
If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior
to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing
and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower shall have
failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end of such Interest
Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Foreign Currency with an Interest Period
of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated
in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated
in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid,
each Eurocurrency Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency Borrowing with
an Interest Period of one month.


 


Section
2.09 Termination and Reduction of
Commitments.


 


(a)          
Unless previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)          
The Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000, (ii) the
Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Commitment
and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.


 






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(c)           
The Company shall notify the Administrative Agent (in a form reasonably acceptable to Administrative Agent) of any election
to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m. at least three (3) Business
Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered
by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered
by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions
specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent.
Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. All
fees accrued until the effective date of any termination or reduction of the Aggregate Commitments shall be paid on the effective
date of such termination.


 


Section
2.10 Repayment of Loans; Evidence of Debt.


 


(a)          
Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender
the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity Date in the currency of such Loan
and (ii) in the case of the Company, to the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on
the earlier of the Maturity Date and the date ten (10) Business Days after such Swing Line Loan is made.


 


(b)          
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each
Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.


 


(c)          
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)          
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.


 


(e)          
Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant
Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section
9.05) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if
any such promissory note is a registered note, to such payee and its registered assigns).


 






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Section
2.11 Prepayment of Loans.


 


(a)           
Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, in accordance
with the provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower,
shall deliver to the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) of a Notice
of Loan Prepayment of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00
noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars, Euro or Sterling) or
four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in any other Foreign Currency), in each case before
the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon one (1) Business Day
before the date of prepayment or (iii) in the case of prepayment of a Swing Line Loan, not later than 12:00 noon on the date
of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Types of Loans to be prepaid and
the principal amount of each Borrowing or portion thereof to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest
Periods of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination
of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would
be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 


(b)          
If at any time, (i) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated,
with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Revaluation Date with respect to each
such Credit Event) exceeds the Aggregate Commitment or (ii) solely as a result of fluctuations in currency exchange rates,
the sum of the aggregate principal Dollar Amount of all of the outstanding LC Exposures (so calculated), as of the most recent
Revaluation Date, exceeds 105% of the Letter of Credit Sublimit, the Borrowers shall in each case immediately repay Borrowings
or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.21, as applicable, in
an aggregate principal amount sufficient to cause (i) the aggregate principal Dollar Amount of all Revolving Credit Exposures (so
calculated) to be less than or equal to the Aggregate Commitment or (ii) the aggregate principal Dollar amount of LC Exposures
(so calculated and net of any Cash Collateral provided pursuant to this Section 2.11(b)) to be less than or equal to the
Letter of Credit Sublimit, as applicable. Notwithstanding anything to the contrary in this Section 2.11, no prepayment by
a Foreign Obligor shall be used to pay or be applied against any Obligations of or attributable to any U.S. Loan Party (other than
for the avoidance of any doubt, the Foreign Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party)
or any Domestic Subsidiary.


 


Section
2.12 Fees.


 


(a)           
The Company shall pay to the Administrative Agent for the account of each Lender (subject to the provisions of Section
2.25) in accordance with its Applicable Percentage, a unused fee in Dollars equal to the Applicable Rate times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the outstanding principal amount of all Revolving
Loans and (ii) LC Exposures, subject to adjustment as provided in Section 2.25. For the avoidance of doubt, the outstanding
amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining
the unused fee. The unused fee shall accrue at all times during the Availability Period, including at any time during which one
or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on
the last day of the Availability Period. The unused fee shall be calculated quarterly in arrears, and if there is any change in
the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.


 






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(b)          
Each applicable Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation
fee in Dollars with respect to its participations in Letters of Credit issued for the account of such Borrower, which shall accrue
at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Loans on the average daily Dollar Amount
of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its own account a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the aggregate LC Exposure attributable
to Letters of Credit issued by the Issuing Bank for the account of such Borrower during the period from and including the Effective
Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment, renewal or extension of any Letter of Credit issued for the account of such Borrower or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December
of each year shall be payable on the first Business Day following such last day, commencing on the first such date to occur after
the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any
such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit shall be paid in
Dollars. For purposes of computing the Dollar Amount of any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.10.


 


(c)          
The Company shall pay to the parties entitled thereto for their own respective account, in Dollars, fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(d)           
The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Company and the Administrative Agent.


 


(e)           
All fees payable hereunder shall be paid on the dates due, in Dollars and Same Day Funds, to the Administrative Agent (or
to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of unused fees and participation fees, to
the Lenders. Fees paid shall be fully earned when paid and shall not be refundable under any circumstances.


 


Section
2.13 Interest.


 


(a)          
The Loans comprising each ABR Borrowing (including each Swing Line Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.


 






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(b)          
The Loans comprising each Eurocurrency Borrowing shall bear interest at the Eurocurrency Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate.


 


(c)          
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any
other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)          
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, upon termination
of the Commitments and at such other times as specified herein; provided that (i) interest accrued pursuant to paragraph
(c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgement,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


(e)          
All computations of fees and interest hereunder shall be computed on the basis of a year of 360 days, except (i) that
interest computed by reference to the Alternate Base Rate (including the Alternate Base Rate determined by reference to the Eurocurrency
Rate) shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for
the actual number of days elapsed and (ii) in the case of interest in respect of Loans denominated in Foreign Currencies as
to which market practice differs from the foregoing, in accordance with such market practice and generally consistent with the
Administrative Agent’s practice for other similarly situated syndicated credit facilities. Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is repaid, provided, that any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.18, bear interest for one day. The applicable interest rate shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation
of the applicable interest rate shall be determined in accordance with the then-prevailing market practice.


 


(f)          
(i) The interest rates provided for in this Agreement, including this Section 2.13 are minimum interest rates,
(ii) when entering into this Agreement, the parties have assumed that the interest payable at the rates set out in this Section
or in other Sections of this Agreement is not and will not become subject to the Swiss Federal Withholding Tax, (iii) notwithstanding
that the parties do not anticipate that any payment of interest will be subject to the Swiss Federal Withholding Tax, they agree
that, in the event that the Swiss Federal Withholding Tax should be imposed on interest payments, the payment of interest due
by any Borrower shall, to the extent provided in Section 2.17 including the limitations therein, be increased to an amount
which (after making any deduction of the Non-Refundable Portion (as defined below) of the Swiss Federal Withholding Tax) results
in a payment to each Lender entitled to such payment of an amount equal to the payment which would have been due had no deduction
of Swiss Federal Withholding Tax been required, (iv) for this purpose, the Swiss Federal Withholding Tax shall be calculated
on the full grossed-up interest amount and (v) such Borrower shall provide to the Administrative Agent the documents required
by law or applicable double taxation treaties for the Lenders to claim a refund of any Swiss Federal Withholding Tax so deducted.
For the purposes of this Section, “Non-Refundable Portion” shall mean Swiss Federal Withholding Tax at the
standard rate (being, as at the date hereof, 35%) unless a tax ruling issued by the Swiss Federal Tax Administration (SFTA) confirms
that, in relation to a specific Lender based on an applicable double tax treaty, the Non-Refundable Portion is a specified lower
rate in which case such lower rate shall be applied in relation to such Lender.


 






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(g)          
If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason,
the Company or the Lenders determine that (i) the Leverage Ratio as calculated by the Company as of any applicable date was
inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the
applicable Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the Issuing Bank, as the case may be, promptly on written demand by the Administrative Agent (or, after the
occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under any Debtor Relief Law, automatically
and without further action by the Administrative Agent, any Lender or the Issuing bank), an amount equal to the excess of the amount
of interest and/or fees that should have been paid for such period over the amount of interest and/or fees actually paid for such
period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Bank, as the case may
be, under Section 2.06(d)(iii), Section 2.12(b) or Section 2.13(b) or under Article VII. The Company’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.


 


(h)          
Notwithstanding any other provision contained herein, if a Swiss Tax Deduction is required by law in respect of any interest
payable by a Loan Party under a Loan Document and should it be unlawful for any Loan Party to comply with clause (h) of Section
2.17 for any reason, where this would otherwise be required by the terms of clause (h) of Section 2.17 (taking into
account the exclusions in clause (h) of Section 2.17, then:


 


(i)       
the applicable interest rate in relation to that interest payment shall be the interest rate which would have applied to
that interest payment as provided for by clauses (a) to (g) of Section 2.13 divided by one minus the rate at which the relevant
Swiss Tax Deduction is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate
at which the relevant Swiss Tax Deduction is required to be made is for this purpose expressed as a fraction of one); and


 


(ii)      
the Loan Party shall (A) pay the relevant interest at the adjusted rate in accordance with paragraph (i) above and (B) make
the Swiss Tax Deduction on the interest so recalculated, and all references to a rate of interest under the Loan Documents shall
be construed accordingly.


 


Section
2.14 Illegality; Inability to Determine
Rates.


 


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


 






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(b)          
Inability to Determine Rates. If in connection with any request for a Eurocurrency Loan or a conversion to or continuation
thereof, (a) (i) the Administrative Agent determines that deposits (whether in Dollars or a Foreign Currency) are not
being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period
of such Eurocurrency Loan, or (ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any
requested Interest Period with respect to a proposed Eurocurrency Loan (whether denominated in Dollars or a Foreign Currency) or
in connection with an existing or proposed ABR Loan (in each case with respect to clause (a) above, “Impacted Loans”),
or (b) the Administrative Agent determines that for any reason the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Loan, the Administrative Agent will promptly so notify the Company and each Lender in writing. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurocurrency Loans in the affected currency or currencies shall be suspended, (to the extent
of the affected Eurocurrency Loans or Interest Periods), and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Rate component of the Alternate Base Rate, the utilization of the Eurocurrency Rate component
in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such written notice, the Company may revoke any pending request for
a Borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency or currencies (to the extent of the
affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request
for a Borrowing of ABR Loans in the amount specified therein. Each Lender agrees to use commercially reasonable efforts to designate
a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of
such Lender, otherwise be disadvantageous to such Lender or subject such Lender to any unreimbursed costs or expense.


 


Notwithstanding the
foregoing, if the Administrative Agent has made the determination described in this Section 2.14(b), the Administrative
Agent, in consultation with the Company and the Required Lenders, may establish an alternative interest rate for the Impacted
Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative
Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section,
(2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative
interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender
reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to
such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority
has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent
and the Company written notice thereof.


 






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(c)          
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent
(with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined,
that:


 


(i)       
adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without
limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely
to be temporary; or


 


(ii)      
the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available,
or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor
administrator that is reasonably satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific
date (such specific date, the “Scheduled Unavailability Date”); or


 


(iii)     
syndicated loans currently being executed, or that include language similar to that contained in this Section 2.14,
are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this
Section 2.14 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration
to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks
and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or
then existing convention for similar Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method
for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time
to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed
rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business
Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such
time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders
(A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in
the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for
the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate
contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate
shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred
(as applicable), the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or
Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Alternate Base
Rate. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed
to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount
specified therein.


 






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Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
zero for purposes of this Agreement.


 


In connection with
the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to
this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall (i) promptly
notify the Borrowers in writing of such LIBOR Successor Rate Conforming Changes upon the effectiveness thereof and (ii) post
each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment
becomes effective.


 


Section
2.15 Increased Costs.


 


(a)          
If any Change in Law shall:


 


(i)       
impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended
by, any Lender (except any such reserve requirement, other than as set forth below) or the Issuing Bank;


 


(ii)      
impose on any Lender or the Issuing Bank 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; or


 


(iii)     
subject any Recipient of any payments hereunder to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described
in clause (b) of the definition of Excluded Taxes (including changes in the rate or basis of the imposition thereof) 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;


 


and the result of any of the
foregoing shall be to increase the cost to such Person of making, converting to, continuing or maintaining any Loan or of maintaining
its obligation to make any such Loan (including, without limitation, pursuant to any conversion of any Borrowing denominated in
an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to increase the cost to such Person of participating
in, issuing or maintaining any Letter of Credit (including, without limitation, pursuant to any conversion of any Borrowing denominated
in an Agreed Currency into a Borrowing denominated in any other Agreed Currency) or to reduce the amount of any sum received or
receivable by such Person hereunder, whether of principal, interest or otherwise (including, without limitation, pursuant to any
conversion of any Borrowing denominated in an Agreed Currency into a Borrowing denominated in any other Agreed Currency), then
the applicable Borrower will pay to such Person such additional amount or amounts as determined by such Person in good faith as
will compensate such Person for such additional costs incurred or reduction suffered; provided, however, that it
is generally the practice of such Person to charge similarly situated borrowers for such amounts under comparable provisions of
other financing agreements.


 






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(b)          
If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of
such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by,
or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies
and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity),
then from time to time the applicable Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as calculated by such Person in good faith as will compensate such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company for any such reduction suffered; provided, however, that it is generally
the practice of such Person to charge similarly situated borrowers for such amounts under comparable provisions of other financing
agreements.


 


(c)          
A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or
the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other applicable Borrowers to
pay, such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


(d)          
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that
the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs
or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


(e)           
Each applicable Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Loan equal to the actual costs
of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall
be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the
maintenance of the Commitments or the funding of the Eurocurrency Loans, such additional costs (expressed as a percentage per
annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment
or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case
shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received
at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such
Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs
shall be due and payable 10 days from receipt of such notice.


 



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(f)             
Notwithstanding the foregoing, the rights of any Lender and the Issuing Bank to receive compensation from any Borrower pursuant
to this Section 2.15 shall only be available to the extent that such compensation is reasonably requested by such Lender
or Issuing Bank and not invoked in an arbitrary or capricious manner.


 


Section
2.16  Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including
as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of
any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency
Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section
2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred,
at the Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for
deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered
to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount
shown as due on any such certificate within ten (10) days after receipt thereof.


 


Section
2.17 Taxes.


 


(a)            
Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and
clear of and without deduction or withholding for any Taxes, except as required by applicable law; provided that if any
Indemnified Taxes or Other Taxes are required to be deducted or withheld from such payments under applicable law (as determined
in the good faith discretion of the applicable Withholding Agent), then (i) the sum payable shall be increased as necessary
so that after making all required deductions or withholdings (including 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 deductions
or withholdings been made, (ii) the relevant Withholding Agent shall make such deductions or withholding and (iii) the
relevant Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance
with applicable law.


 


(b)           
In addition, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law or at the option of the Administrative Agent, timely reimburse it for the payment of any Other Taxes.


 


(c)           
The Loan Parties shall indemnify the applicable Recipient, within ten (10) days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes payable or paid by such Recipient or required to be withheld or deducted from
any payment to such Recipient (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other 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 Company by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.


 






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(d)           
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority,
such Loan 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.


 


(e)          
(i) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in
which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by such Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate. Each Lender, if reasonably requested by
the Company or the Administrative Agent, shall deliver such documentation reasonably requested by the Company or the Administrative
Agent as will enable the Company or 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 2.17(e)(ii)(A) and (ii)(B)
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.


 


(ii)          
Without limiting the generality of the foregoing, in the event that the Borrower is the Company:


 


 (A)         any Lender that is not a Foreign Lender shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such 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 Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable:




 


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


 






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(2)        
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed
copies of IRS Form W-8ECI;


 


(3)        
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the
Company 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 IRS Form W-8BEN-E, as applicable; or


 


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


 


 (C)          any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed copies of any other form reasonably requested by the Company or the Administrative Agent 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 reasonably requested by the Company or the Administrative Agent to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made.




 


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


 


(f)           
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional
amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity
payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided,
that each Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such
Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the applicable Recipient be required
to pay any amount to such Loan Party pursuant to this paragraph (f) the payment of which would place the Recipient in a less favorable
net after-Tax position than the Recipient would have been in if the Tax subject to indemnification and giving rise to such refund
had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such
Tax had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available
its tax returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person.


 






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(g)           
To the extent that interest payable by a Swiss Borrower under a Loan Document becomes subject to Swiss Federal Withholding
Tax, each relevant Lender and such Swiss Borrower shall, at such Swiss Borrower’s reasonable request, promptly cooperate
in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authorities)
to the extent possible and necessary for such Swiss Borrower to obtain authorization to make interest payments without them being
subject to Swiss Federal Withholding Tax or to being subject to Swiss Federal Withholding Tax at a rate reduced under an applicable
double taxation treaty. Notwithstanding anything to the contrary, the completion of any procedural formalities or the execution
and submission of such documentation 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.


 


(h)           
No Loan Party is required to make an increased payment to a specific Lender (i.e. without prejudice to the rights of all
other Lenders hereunder) under clause (a) of this Section 2.17 above or to make an increased interest payment in accordance
with clause (h) of Section 2.13 in connection with the deduction of Swiss Federal Withholding Tax:


 


(i)           
if a Swiss Loan Party has breached the Swiss Ten Non-Bank Rule or the Swiss Twenty Non-Bank Rule as a direct consequence
of that Lender:


 


		(A)	not complying with its obligations under clause (b) of Section 9.05; or



 


		(B)	having acquired any rights pursuant to clause (b) of Section 9.05 against such Swiss Loan
Party as a result of such breach;



 


(ii)         
if the payment could have been made to the relevant Lender without a Swiss Tax Deduction, but, provided such Lender confirmed
that it was a Swiss Qualifying Bank, (A) never was a Swiss Qualifying Bank or (B) on that date that Lender has ceased to be a Swiss
Qualifying Bank other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or double taxation treaty, or any published practice or published concession of any
relevant taxing authority; or


 


(iii)        
if and to the extent the Company and/or the relevant Swiss Loan Party making the payment is able to demonstrate that the
payment could have been made to that Lender with a smaller or without a Swiss Tax Deduction had that Lender complied with its obligations
under clause (h) of Section 2.13.


 




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(i)            
Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes
or Other Taxes, only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified
Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid
or payable by the Administrative Agent in connection with this Agreement (including any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 9.05(c) relating to the maintenance of a Participant Register) 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. The indemnity under this Section 2.17(i) shall be paid within ten (10) days after
the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the
Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the
Administrative Agent under this paragraph (h).


 


(j)            
The indemnification under clause (c) of Section 2.17 shall not apply to the extent a loss, liability or cost would
have been compensated for by an increased payment under clause (h) of Section 2.17 but was not so compensated solely because
one of the exclusions in the sub-paragraphs (A) or (B) in clause (h) of Section 2.17 applied.


 


(k)           
If a payment made to a Lender under this Agreement 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 Administrative Agent, at the time or times prescribed
by law and at such time or times reasonably requested by 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 Administrative Agent as may be necessary for the Administrative Agent to comply with its obligations under FATCA, to determine
that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount
to deduct and withhold from such payment. Solely for purposes of this Section 2.17(k), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 


(l)            
All amounts payable by the Borrowers to each Recipient under this Agreement or any other Loan Documents are exclusive of
any VAT and if any VAT becomes payable, the Borrowers shall increase the amount of the payment by an amount equal to such VAT.
Should VAT become chargeable retroactively, the Recipient may retroactively charge, and the Borrowers shall pay, such VAT. Where
this Agreement or any other Loan Documents require the Borrowers to reimburse or indemnify the Recipients for any cost or expense,
the Borrowers shall reimburse or indemnify (as the case may be) the Recipients for the full amount of such cost or expense, including
such part thereof as represents VAT, save to the extent that the Recipient reasonably determines in its own discretion that it
is entitled to credit or repayment in respect of such VAT from the relevant Governmental Authority.


 


Section
2.18  Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)           
Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.14(b), Section 2.16 or Section 2.17, or otherwise)
prior to (i) in the case of payments denominated in Dollars, 12:00 noon time and (ii) in the case of payments denominated
in a Foreign Currency, 12:00 noon, Local Time, in each case on the date when due, in Same Day Funds, free and clear of and without
condition or deduction for any counterclaim, defense, recoupment or set-off. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes
of calculating interest thereon. Except as otherwise set forth herein, all such payments shall be made (i) in the same currency
in which the applicable Credit Event was made and (ii) to the Administrative Agent at the Administrative Agent’s Office,
except payments to be made directly to the Issuing Bank or Swing Line Lender as expressly provided herein and except that payments
pursuant to Section 2.14(b), Section 2.16, Section 2.17 and Section 9.04 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received
by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Subject to the terms
and conditions hereof, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit
Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency
with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer
exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original
Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in
an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties
hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.


 






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(b)           
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards
payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.


 


(c)           
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or participations in LC Disbursements or Swing Line Loans held by it resulting in such Lender
receiving payment of a proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans
and accrued interest thereon 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 participations in LC Disbursements and Swing Line Loans of 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 to them; provided that (i) if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,
such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to apply to (y) any payment made by any 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 (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Loans or subparticipations in LC Disbursements and Swing Line Loans to any assignee or participant, other than an
assignment to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.


 






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(d)           
Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the relevant Lenders or the Issuing Bank hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if such Borrower has not in fact made such payment, then each of the relevant Lenders or the Issuing
Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand in Same Day Funds the amount
so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


(e)           
If any Lender shall fail to make any payment to the Administrative Agent, the Swing Line Lender or the Issuing Bank required
to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.07(b), Section 2.18(d), Section
9.04(c) or any other provision of this Agreement, then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such
Lender and for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Bank to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in
a segregated account as Cash Collateral for, and application to, any future funding obligations of such Lender under such Sections;
in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.


 


Section
2.19 Mitigation Obligations; Replacement of
Lenders.


 


(a)           
If any Lender requests compensation under Section 2.14(b), or if any Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14(b) or Section 2.17, as
the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


 


(b)          
If (i) any Lender requests compensation under Section 2.14(b), (ii) any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or
(iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.05), all its interests, rights (other than its existing rights to payments pursuant
to Section 2.14(b) or Section 2.17) and obligations under the Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Company
shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing
Bank and the Swing Line Lender), which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swing
Line Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Company (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(b) or payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments, (iv) the Company shall have paid to the Administrative
Agent the assignment fee (if any) specified by Section 9.05(b), and (v) such assignment does not conflict with applicable
laws. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.


 






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Section
2.20 Expansion Option. The Company may from
time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an
“Incremental Term Loan”), in each case in minimum increments of $20,000,000 so long as, after giving
effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $250,000,000. The
Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an
increase in its Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or
by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other
entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting
Lender), which agree to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new
Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of
the Company and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Company and such
Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an
Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto.
No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be
required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new
Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed
by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the
Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in
the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless,
(i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set
forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the
Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer
of the Company and (B) the Company shall be in compliance (on a Pro Forma Basis reasonably acceptable to the
Administrative Agent) with the covenants contained in Section 6.10 and (ii) the Administrative Agent shall have
received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and
authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in
the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender
shall make available to the Administrative Agent such amounts in Same Day Funds as the Administrative Agent shall determine,
for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use
of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all
the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any
Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the
date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related
Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the
applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount
prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the
provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.
The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not
mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated
substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the
terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for
material additional or different financial or other covenants or prepayment requirements applicable only during periods after
the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan
Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers,
each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the
Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of
the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20
shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder,
or provide Incremental Term Loans, at any time.


 






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Section
2.21 Cash Collateral.


 


(a)           
Certain Credit Support Events. If (i) the Issuing Bank has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an LC Borrowing, (ii) as of the Letter of Credit Expiration Date, any
LC Obligation for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant
to Article VII or (iv) there shall exist a Defaulting Lender, the applicable Borrowers (or the Company, on behalf of
all Borrowers) shall immediately (in the case of clause (iii) above) or within two Business Days (in all other cases) following
receipt of any written request by the Administrative Agent or the Issuing Bank, provide Cash Collateral in an amount not less than
the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above,
after giving effect to Section 2.25(c) and any Cash Collateral provided by the Defaulting Lender). Additionally, if any
Borrower shall be required to Cash Collateralize LC Exposure as provided in Section 2.11(b), then, within two Business Days
such Borrower (or, the Company on behalf of such Borrower) shall provide Cash Collateral for the outstanding amount of the LC Exposure
in an amount required by Section 2.11(b).


 


(b)          
Grant of Security Interest. Each Borrower furnishing such Cash Collateral, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of
the Administrative Agent, the Issuing Bank and the Lenders, and agrees to maintain, a first priority security interest in all such
cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds
of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.21(c).
If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than
the Administrative Agent or the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than
the Minimum Collateral Amount, each applicable Borrower (or, the Company on behalf of such Borrower) will, promptly upon written
demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be
maintained in blocked, non-interest bearing deposit accounts at Bank of America. Each Borrower shall pay on demand therefor from
time to time all reasonable and customary account opening, activity and other administrative fees and charges in connection with
the maintenance and disbursement of Cash Collateral.


 


(c)           
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
this Agreement, including any of this Section 2.21, Section 2.11, Section 2.25 or Article VII in respect
of Letters of Credit shall be held and applied to the satisfaction of the specific LC Exposure, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein. Notwithstanding anything to the contrary in this Section 2.21, Section 2.11, Section 2.25
or Article VII, no Cash Collateral furnished by a Foreign Obligor shall be used to pay or be applied against any Obligations
of or attributable to any U.S. Loan Party (other than for the avoidance of any doubt, such Foreign Obligations of a Foreign Obligor
which may also be Guaranteed by a U.S. Loan Party) or any Domestic Subsidiary.


 






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(d)          
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations
giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee following compliance with Section 9.05(b)(ii)(G))) or (ii) the reasonable determination by the Administrative
Agent and the Issuing Bank that there exists excess Cash Collateral; provided, however, (x) any such release
shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other
Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing
Cash Collateral and the Issuing Bank may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


Section
2.22 Judgment Currency. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to
be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the specified currency with such other currency on the
Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in respect of
any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified
currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due
to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the
fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency
so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the
specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case
may be, agrees to remit such excess to such Borrower.


 


Section
2.23 Designated Borrowers.


 


(a)           
Effective as of the date hereof Bruker Invest and Bruker Finance shall each be a “Designated Borrower”
hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement.


 






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(b)           
The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent
(or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request that any additional Wholly-Owned
Subsidiary (other than any SPV) of the Company (an “Applicant Borrower”) be designated as a Designated Borrower
to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a duly executed notice and agreement in substantially the form of Exhibit F-1 (a “Designated Borrower Request
and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled
to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably
satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Lenders, and Notes
signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and each Lender agrees that an
Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions,
incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice
in substantially the form of Exhibit F-2 (a “Designated Borrower Notice”) to the Company and the Lenders
specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon
each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth
herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement;
provided that no Borrowing Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower
until the date that is five Business Days after such effective date.


 


(c)            
The Obligations of the Company and each U.S. Loan Party that is a Borrower shall be joint and several in nature. The Foreign
Obligations of each Foreign Obligor that is a Designated Borrower shall be joint and several in nature, provided that each U.S.
Loan Party shall Guarantee all such Foreign Obligations. The Foreign Obligors shall not under any circumstances be liable for any
Obligations of the Company or any U.S. Loan Party (other than for the avoidance of any doubt, such Foreign Obligations of a Foreign
Obligor which may also be Guaranteed by a U.S. Loan Party).


 


(d)          
Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.23
hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to
any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise
be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective
if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be
deemed to have been delivered to each Designated Borrower.


 


(e)           
The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s
status as such, provided that (i) no Default or Event of Default shall then exist or result therefrom and (ii) there
are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of
any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of
any such termination of a Designated Borrower’s status.


 


Section
2.24  Senior Debt. The Company hereby designates all
Obligations now or hereinafter incurred or otherwise outstanding, and agrees that the Obligations shall at all times constitute,
senior indebtedness and designated senior indebtedness, or terms of similar import, which are entitled to the benefits of the subordination
provisions of all Subordinated Indebtedness.


 






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


 


(a)          
fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)         
the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the
Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification
pursuant to Section 9.03); provided, that, except as otherwise provided in Section 9.03, this clause (b) shall
not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of
such Lender or each Lender directly affected thereby;


 


(c)          
if any Swing Line Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)           
all or any part of the Swing Line Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders’
Revolving Credit Exposures plus such Defaulting Lender’s Swing Line Exposure and LC Exposure does not exceed the total of
all non-Defaulting Lenders’ Commitments;


 


(ii)           
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within five
(5) Business Days following notice by the Administrative Agent (x) first, prepay such Swing Line Exposure and (y) second,
Cash Collateralize for the benefit of the Issuing Bank only the Borrowers’ obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 2.21 for so long as such LC Exposure is outstanding;


 


(iii)         
if the Company Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above,
the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized;


 


(iv)          
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 


(v)           
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor Cash Collateralized pursuant
to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder,
all unused fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting
Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b)
with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such
LC Exposure is reallocated and/or Cash Collateralized; and


 


(d)         
so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan
and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting
Lenders and/or Cash Collateral will be provided by the Company in accordance with Section 2.25(c), and participating interests
in any such newly made Swing Line Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.25(c)(i) (and such Defaulting Lender shall not participate therein).


 






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


 


Subject to Section
9.18, 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.


 


(e)           
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 9.09 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the
Issuing Bank or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.25; fourth, as the Company may request (so long as no Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company,
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 Bank’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 2.21; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swing
Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment
of a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the
related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and LC Exposure owed to, all non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or LC Exposure owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in LC Exposure and Swing Line Loans are held by the Lenders pro rata in accordance with
the Commitments hereunder without giving effect to Section 2.25(c). 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 2.25(e) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 






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In the event that the
Administrative Agent, the Company, the Swing Line Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto
in writing, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein that Lender
will cease to be a Defaulting Lender and (i) the Swing Line Exposure and LC Exposure of the Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of
the other Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such
Lender to hold such Loans in accordance with its Applicable Percentage and (ii) any cash, or portion thereof, as applicable,
provided by the Company as Cash Collateral under this Section 2.25 shall be promptly released and returned to the Company.


 


Section
2.26 Foreign Subsidiaries Not Obligated For Obligations
of U.S. Loan Parties. Notwithstanding any contrary provisions in any Loan Document, all references in the Loan
Documents to payments, proceeds, liabilities, Obligations, Loans, fees, collections, Guarantees, security interests, pledges,
provision of Cash Collateral, LC Advances, LC Borrowings and any other arrangement affecting the payment obligations of the Borrowers
and the other Loan Parties and their responsibilities to the Administrative Agent, the Lenders, Swing Line Lender, Issuing Bank
and any other recipient of any payment to be made by or on account of the obligation of any Loan Party hereunder, shall mean,
in the case of and as applied to any U.S. Loan Party (other than for the avoidance of any doubt, such Foreign Obligations of a
Foreign Obligor which may also be Guaranteed by a U.S. Loan Party), only such U.S. Loan Party and the other U.S. Loan Parties
Guaranteeing the Obligations of such U.S. Loan Party, such that no payments received from, or collections on account of the property
or assets of, a Foreign Obligor (or rights to such receipt or such collection) shall be applied to such U.S. Loan Party’s
Obligations (or the Obligations of any other Domestic Subsidiary) (other than for the avoidance of any doubt, such Foreign Obligations
of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party), it being the intention of the parties hereto to avoid
adverse tax consequences due to the application of Section 956 of the Code. All provisions contained in any Loan Document shall
be interpreted consistently with this Section 2.26 to the extent possible, and where such other provisions conflict with
the provisions of this Section 2.26, the provisions of this Section 2.26 shall govern. The Loan Parties acknowledge
and agree that (x) each U.S. Loan Party has Guaranteed, inter alia, all Obligations of the Foreign Obligors and the Foreign
Subsidiaries and (y) each Foreign Obligor has Guaranteed, inter alia, all Foreign Obligations of each other Foreign Obligor
and the Foreign Subsidiaries, provided that no such Foreign Obligor and/or such Foreign Subsidiary shall Guarantee the Obligations
of any U.S. Loan Party or other Domestic Subsidiary. The foregoing shall in no event abrogate the obligations of the Loan Parties
to make any and all required payments (in full in cash) in respect of their respective Obligations as and when required by the
Loan Documents, it being understood and agreed that all such Obligations are absolute, unconditional and irrevocable.


 


Section
2.27 Lender Status Confirmation.


 


(a)         
Each Lender (as of the date of this Agreement and the Effective Date) confirms that it is a Swiss Qualifying Bank. Each
Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Assignment and Assumption
which it executes on becoming a Party, and for the benefit of the Administrative Agent and without liability to any Loan Party,
which of the following categories it falls in:


 


(i)           
a Swiss Qualifying Bank;


 


(ii)          
a Swiss Non-Qualifying Bank.


 






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If a New Lender fails
to indicate its status in accordance with this Section 2.27 then such New Lender shall be treated for the purposes of this
Agreement (including by each Loan Party) as if it is not a Swiss Qualifying Bank until such time as it notifies the Administrative
Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the Company). For the
avoidance of doubt, an Assignment and Assumption shall not be invalidated by any failure of a Lender to comply with this Section
2.27.


 


Article
III


 


Representations
and Warranties


 


Each Borrower represents
and warrants to the Lenders that:


 


Section
3.01  Organization; Powers; Subsidiaries. Each of
the Company and its Subsidiaries is duly organized, validly existing and in good standing (to the extent such concept is applicable
in the relevant jurisdiction) under the laws of the jurisdiction of its organization, except where the failure to so be in good
standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect), has all requisite
power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing
(to the extent such concept is applicable) in, every jurisdiction where such qualification is required, except where the failure
to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01
hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary
or a Material Foreign Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of
issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and the other Subsidiaries
and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class
issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly
issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule
3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any Subsidiary
free and clear of all Liens (other than Liens permitted by Section 6.02). Except as set forth on Schedule 3.01, there
are no outstanding commitments or other obligations of the Company or any Subsidiary to issue, and no options, warrants or other
rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Company or any Subsidiary.
For the purposes of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings
(as amended from time to time, the “Insolvency Regulation”), each Dutch Borrower’s centre of main interests
(as that term in used in Article 3(1) of the Insolvency Regulation) is situated in its jurisdiction of incorporation and it has
no “establishment” (as that term is used in Article 2(10) of the Insolvency Regulation) in any other jurisdiction.
There is no works council with jurisdiction over the transaction as envisaged by any Loan Document to which a Dutch Borrower or
a Dutch Subsidiary Guarantor is a party and there is no obligation for a Dutch Borrower or a Dutch Subsidiary Guarantor to establish
a works council pursuant to the Dutch Works Council Act (Wet op de Ondernemingsraden).


 


Section
3.02  Authorization; Enforceability. The Transactions
are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required,
shareholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan
Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 






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Section
3.03  Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or (except as set forth on Schedule 3.03)
any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will
not contravene the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries, (c) will
not (x) violate any order of any Governmental Authority or (y) violate in any material respect any applicable law or regulation,
(d) will not violate in any material respect or result in a material default under any indenture, agreement or other instrument
binding upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment (other
than payments contemplated by the Loan Documents) to be made by the Company or any of its Subsidiaries, and (e) will not result
in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (except as otherwise provided
herein).


 


Section
3.04  Financial Condition; No Material Adverse Change.


 


(a)           
The Company has heretofore furnished or otherwise made available to the Lenders its consolidated balance sheet and related
statements of income and comprehensive income (loss), redeemable noncontrolling interest and shareholders’ equity and cash
flows (i) as of and for the fiscal year ended December 31, 2018 reported on by Pricewaterhouse Coopers L.L.P., independent
public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2019, June
30, 2019 and September 30, 2019. Such financial statements present fairly, in all material respects, the financial position
and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.


 


(b)          
Since December 31, 2018, there has been no material adverse change in the business, assets, operations or condition, financial
or otherwise, of the Company and its Subsidiaries, taken as a whole.


 


Section
3.05  Properties.


 


(a)           
Each of the Company and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties for their intended purposes and Liens permitted by Section 6.02.


 


(b)          
Each of the Company and its Subsidiaries owns, or is licensed to use or has a right to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.06  Litigation and Environmental Matters.


 


(a)           
Except as disclosed prior to the Effective Date on the Company’s public filings on Forms 10-K, 10-Q and 8-K, there
are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of any Borrower, threatened in writing against or affecting the Company or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or
the Transactions. There are no labor controversies pending against or, to the knowledge of the Company, threatened in writing
against or affecting the Company or any of its Subsidiaries (i) which could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect, or (ii) that involve this Agreement or the Transactions.


 






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(b)         
Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability
or (iv) knows of any basis for any Environmental Liability.


 


(c)          
Neither the Company nor any Subsidiary is subject to any law, regulation, rule or order, or any obligation under any agreement
or instrument, that has a Material Adverse Effect.


 


Section
3.07  Compliance with Laws and Agreements.


 


(a)          
Each of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except in
any case where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.


 


(b)          
Each of the Swiss Loan Parties represents and warrants that it is in compliance with the Swiss Non-Bank Rules at all times,
provided that a Swiss Loan Party shall not be in breach of this representation if such numbers of creditors is exceeded
solely by reason of:


 


(c)          
one or more Lenders:


 


(i)            
not complying with their obligations under clause (b)(iii) of Section 9.05; or


 


(ii)          
having acquired any rights pursuant to clause (b)(iii) of Section 9.05 against such Swiss Loan Party as a
result of such breach;


 


(d)         
one or more Lenders did confirm that they were a Swiss Qualifying Bank but (A) never was a Swiss Qualifying Bank or (B)
has ceased to be a Swiss Qualifying Bank as a result of any reason attributable to such Lender(s) other than as a result of any
change after the date it or they became a Lender under this Agreement in or in the interpretation, administration, or application
of (x) any law or treaty, or any published practice or (y) concession of any relevant taxing authority); or


 


(e)         
any of the confirmations made by an original lender in Section 2.26 or by a new Lender made in an Assignment and
Assumption is incorrect.


 


(f)         
For the purposes of this Section 3.07, each Swiss Loan Party shall assume that the aggregate number of Lenders which
are Swiss Non-Qualifying Banks is ten.


 


Section
3.08  Investment Company Status. Neither the Company
nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940, as amended.


 






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Section
3.09  Taxes.


 


(a)          
Each of the Company and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as applicable, has set aside on
its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.


 


(b)         
It is not required to make any deduction for or on account of Tax from any payment a Loan Party may make under any Loan
Document to a Lender which is a Swiss Qualifying Bank.


 


(c)         
No Swiss Loan Party shall be in breach of the representation made under (b) above in case a Swiss Tax Deduction is required
as a consequence of:


 


(i)          
one or more Lenders:


 


 (A)         not complying with their obligations under clause (b)(iii) of Section 9.05; or




 


 (B)          having acquired any rights pursuant to clause (b)(iii) of Section 9.05 against such Swiss Loan Party as a result of such breach;




 


(ii)         
one or more Lenders did confirm that they were a Swiss Qualifying Bank but (A) never was a Swiss Qualifying Bank or (B)
has ceased to be a Swiss Qualifying Bank as a result of any reason attributable to such Lender(s) other than as a result of any
change after the date it or they became a Lender under this Agreement in or in the interpretation, administration, or application
of (i) any law or treaty, or any published practice or (ii) concession of any relevant taxing authority);


 


(iii)        
any of the confirmations made by an original Lender in Section 2.27 or by a New Lender made in an Assignment and
Assumption is incorrect; or


 


(iv)        
a payment under Section 10.03(b).


 


Section
3.10  ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse Effect. No Borrower is or will be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments.


 


Section
3.11  Disclosure. The reports, financial statements,
certificates or other information furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information
so furnished or filed with the SEC) when taken as a whole and when taken together with the Company’s filings with the SEC
prior to the date hereof contains any material misstatement of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that (a) with respect to
forecasts or projected financial information, the Borrowers represent only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time made (it being understood that such forecasts and projections may vary from
actual results and such variances may be material) and (b) no representation is made with respect to general economic or industry
data.


 






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Section
3.12 Federal Reserve Regulations. No part of
the proceeds of any Loan have been used or will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations T, U and X.


 


Section
3.13 Liens. There are no Liens on any of the
real or personal properties of the Company or any Subsidiary except for Liens permitted by Section 6.02.


 


Section
3.14  No Default. Each Borrower is in full compliance
with this Agreement and no Default or Event of Default has occurred and is continuing.


 


Section
3.15 No Burdensome Restrictions. On the date
hereof, no Borrower is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section
6.08.


 


Section
3.16 Solvency.


 


(a)               
Immediately after the consummation of the Transactions to occur on the Effective Date, the Company and its Subsidiaries,
taken as a whole, are Solvent.


 


(b)               
Neither the Company nor any of its Subsidiaries intend to, and the Company does not believe that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness
or the Indebtedness of any such Subsidiary.


 


Section
3.17 Anti-Corruption Laws and Sanctions. The Company
and its Subsidiaries (a) have conducted their businesses in compliance in all material respects with all Anti-Corruption Laws
and (b) have implemented and maintain in effect policies and procedures reasonably designed to promote compliance by the Company,
its Subsidiaries and their respective directors, officers, employees, agents, affiliates or representatives thereof with Anti-Corruption
Laws and applicable Sanctions. The Company and its Subsidiaries and, to the knowledge of the Company their respective officers,
employees, directors, agents, affiliates or representatives thereof, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects and are not engaged in any activity that could reasonably be expected to result in such Borrower
being designated as a Sanctioned Person. None of the Company, any Subsidiary or to the knowledge of the Company or such Subsidiary
any of their respective directors, officers, employees, agents, affiliates or representatives thereof is an individual or entity
that is, or is owned or controlled by any individual or entity that is a Sanctioned Person.


 


Section
3.18 Representations as to Foreign Obligors.
Each of the Company and each Foreign Obligor represents and warrants to the Administrative Agent and the Lenders that:


 


(a)               
Such Foreign Obligor is subject to civil and commercial laws with respect to its obligations under this Agreement and the
other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor
Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents
constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor
any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which
such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.


 









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(b)               
The Applicable Foreign Obligor Documents are in proper legal form under the laws of the jurisdiction in which such Foreign
Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the laws of such jurisdiction,
and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents.
It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign
Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration
charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except
for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made
until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as
has been timely paid.


 


(c)               
There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed
by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on
or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by
such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.


 


(d)               
The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are,
under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing,
not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot
be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall
be made or obtained as soon as is reasonably practicable).


 


Section
3.19 EEA Financial Institutions. No Loan Party
is an EEA Financial Institution.


 


Section
3.20 Covered Party. No Loan Party is a Covered Party.


 


Section
3.21 Beneficial Ownership Certification. As of the
Effective Date, the information included in any Beneficial Ownership Certification delivered by or on behalf of the Borrowers is
true and correct in all respects.


 


Section
3.22 Fiscal Unity for Dutch Tax Purposes. Any fiscal
unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting) or Dutch value added tax (omzetbelasting)
purposes in which a Loan Party is included consists of Loan Parties only, unless with the prior written consent of the Administrative
Agent (which consent shall not be unreasonably withheld, conditioned or delayed).


 


Section
3.23 Residency for Dutch Tax Purposes. Each Dutch
Borrower or Dutch Subsidiary Guarantor is resident for tax purposes in the Netherlands only and does not have any permanent establishment
or other taxable presence outside the Netherlands, unless with the prior written consent of the Administrative Agent, which consent
shall not be unreasonably withheld, conditioned or delayed.


 






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Article
IV


 





Conditions


 


Section
4.01 Effective Date. The obligations of the Lenders
to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section 9.03):


 


(a)               
The Administrative Agent (or its counsel) shall have received from (i) each party hereto either (A) a counterpart
of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may
include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement and (ii) each initial Subsidiary Guarantor either (A) a counterpart of the Subsidiary Guaranty signed
on behalf of such Subsidiary Guarantor or (B) written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic transmission of a signed signature page of the Subsidiary Guaranty) that such Subsidiary Guarantor has signed
a counterpart of the Subsidiary Guaranty.


 


(b)               
The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of each of (i) Nixon Peabody LLP, special U.S. counsel for the Loan Parties, (ii) CMS
von Erlach Poncet AG, special Swiss counsel for the Loan Parties, (iii) CMS Hasche Sigle, special German counsel for the Loan Parties,
and (iv) CMS Derks Star Busmann NV, special Dutch counsel for the Loan Parties, and, in each case, covering such other matters
relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The
Company hereby requests such counsels to deliver such opinions.


 


(c)               
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization
of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form
and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing
documents attached as Exhibit E.


 


(d)               
The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer
of the Company, certifying (i) that the conditions set forth in paragraphs (a) and (b) of Section 4.02 have been satisfied
and (ii) that since December 31, 2018 there has been no event or condition (including any action, suit, investigation or proceeding
pending or, to the knowledge of a Responsible Officer of the Company, threatened in writing) that has had or could be reasonably
expected to have a Material Adverse Effect.


 


(e)               
The Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Agreement and all commitments
to extend credit under the Existing Credit Agreement shall have been terminated and all amounts outstanding or payable thereunder
shall have been repaid in full.


 


(f)                
The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other amounts due and payable on
or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Company hereunder.


 


(g)                The
Lenders shall have completed a due diligence investigation of the Loan Parties and their respective Subsidiaries in scope,
and with results, satisfactory to the Lenders, with respect to Anti-Corruption Laws and “know your customer” due
diligence. The Loan Parties shall have provided to the Administrative Agent and the Lenders, at least three (3) business
days prior to the Effective Date, the documentation and other information requested by the Administrative Agent and the
Lenders in order to comply with applicable law, including without limitation, the Patriot Act, in each case, requested in
writing by the Administrative Agent on behalf of the Lenders at least ten (10) days prior to the Effective Date.


 






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(h)               
At least five (5) days prior to the Effective Date, any Borrower that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.


 


(i)                
The Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to the Loan
Documents has been obtained and is in effect.


 


(j)                
The Company shall have received gross proceeds under the Term Loan Agreement of $300,000,000.


 


The Administrative Agent shall
notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


Section
4.02 Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit,
is subject to the satisfaction of the following conditions:


 


(a)               
The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material
respects (or in all respects if qualified by material adverse change or other materiality qualifier) on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, unless specifically
stated to have been made on a previous date, in which case such representation and warranty shall be true and correct in all material
respects (or in all respects if qualified by material adverse change or other materiality qualifier) as of such date.


 


(b)               
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


(c)               
No law or regulation shall prohibit, and no order, judgment or decree of any Governmental Authority shall enjoin, prohibit
or restrain, any Lender from making the requested Loan or the Issuing Bank or any Lender from issuing, renewing, extending or increasing
the face amount of or participating in the Letter of Credit requested to be issued, renewed, extended or increased.


 


(d)               
The Administrative Agent and, if applicable, the Issuing Lender or the Swing Line Lender shall have received a Borrowing
Request or Swing Line Loan Notice, as applicable, in accordance with the requirements hereof.


 


(e)               
If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.23 to the designation of such
Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.


 


(f)                 In
the case of a Loan or Letter of Credit to be denominated in a Foreign Currency, such currency remains an Eligible Currency.


 


Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a
“Borrowing” for purposes of this Section) and each issuance, amendment, renewal or extension of a Letter
of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters
specified in paragraphs (a) and (b) of this Section.


 






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Article
V


 


Affirmative Covenants


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated (or otherwise become subject to Cash Collateralization or other
arrangements reasonably satisfactory to the Administrative Agent and Issuing Bank) and all LC Disbursements shall have been reimbursed,
the Borrowers covenant and agree with the Lenders that:


 


Section
5.01 Financial Statements and Other Information.
The Company will furnish to the Administrative Agent for distribution to each Lender:


 


(a)               
within ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related
statements of income and comprehensive income (loss), redeemable noncontrolling interest and shareholders’ equity and cash
flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Pricewaterhouse Coopers L.L.P. or other independent public accountants of recognized national standing (without
a “going concern” or like qualification or exception and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition
and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;


 


(b)               
within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company,
its unaudited consolidated balance sheet and unaudited related statements of income and comprehensive income (loss), redeemable
noncontrolling interest and shareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial
Officers (which certification shall be satisfied by the certification provided in Exhibit 31.2 to the Company’s applicable
Quarterly Report on Form 10-Q) as presenting fairly in all material respects the financial condition and results of operations
of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes;


 


(c)                concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company,
substantially in the form of Exhibit H, (i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.10, (iii) (A)
certifying that there has been no change to the list of Material Domestic Subsidiaries and Material Foreign Subsidiaries
since the Effective Date or since the date of the most recently delivered certificate pursuant to this Section
5.01(c), as applicable, or (B) setting forth all Material Domestic Subsidiaries and all Material Foreign
Subsidiaries and the Consolidated EBITDA and Consolidated Total Assets attributable to such Material Domestic Subsidiaries
and Material Foreign Subsidiaries and (iv) stating whether, to the knowledge of such Financial Officer, any change in
GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section
3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying
such certificate;


 






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(d)               
as soon as available, but in any event not more than ninety (90) days following the beginning of each fiscal year of the
Company, a copy of the plan and forecast of the Company for the upcoming fiscal year in form as presented to the Board of Directors
of the Company;


 


(e)               
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other
materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions
of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the
case may be; and


 


(f)                
promptly following any request therefor, such other information regarding the operations, business affairs and financial
condition of the Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request; provided that the Company will not be required to provide any information (i) that constitutes
non-financial trade secrets or non-financial proprietary information of the Company or any of its Subsidiaries or any of their
respective customers or suppliers (in each case, unless an Event of Default has occurred and is continuing, provided that,
in such case, such information shall be available to the Administrative Agent on behalf of the Lenders (or to any Lender to the
extent such visit or inspection is coordinated through the Administrative Agent, provided that, in connection with such
information, each such Lender shall be subject to customary “clean-room” restrictions that are reasonably satisfactory
to each of the Administrative Agent and the Company)), (ii) in respect of which disclosure to the Administrative Agent or
any Lender (or any of their respective representatives) is prohibited by applicable law or (iii) the revelation of which would
violate any confidentiality obligations owed to any third party by the Company or any Subsidiary (other than to any Affiliate),
provided, further, that in the event that information is withheld in reliance on this provision, the Company shall
(x) in the case of any confidentiality obligation, use commercially reasonable efforts to obtain waivers of such confidentiality
obligations or eliminate any such restriction or communicate, to the extent permitted, the applicable information in a way that
would not violate such restrictions and (y) notify the Administrative Agent to the extent the Company and its Subsidiaries are
not providing otherwise requested information.


 


Documents
required to be delivered pursuant to Section 5.01(a), (b) and (e) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which the Company posts such documents on the SEC’s website at www.sec.gov or on
the Company’s website at the address communicated to the Administrative Agent and the Lenders in accordance with Section
9.01 or (ii) on which similar website, if any, to which the Administrative Agent and each Lender has access (whether
a commercial, third-party website or whether a website sponsored by the Administrative Agent), provided that (A) the Company
shall have notified (which notice may be by facsimile or electronic mail and shall be given in accordance with Section 9.01)
the Administrative Agent of the posting of any such documents and (B) the Company shall deliver paper copies of such documents
to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible
for timely accessing posted documents or requesting delivery of paper copies of such documents from the Company.


 






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Each
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to,
make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of such Borrower
hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and
(b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing
Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to
the Borrowers or their respective securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and
(z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials
“PUBLIC.” 


 


Section
5.02 Notices of Material Events. The Company will
furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


(a)               
the occurrence of any Default;


 


(b)               
the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against,
or to the knowledge of a Responsible Officer, affecting the Company or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;


 


(c)               
the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect; and


 


(d)               
any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under
this Section shall be accompanied by a statement of a Responsible Officer or other executive officer of the Company setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section
5.03 Existence; Conduct of Business. The Company
will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its (a) legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises,
governmental authorizations and intellectual property rights material to the conduct of its business, and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is conducted; except, in the case of clause (b), to
the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that
the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.


 


Section
5.04 Payment of Obligations. The Company will,
and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result
in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set
aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material Adverse Effect.


 






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Section
5.05 Maintenance of Properties; Insurance. The Company
will, and will cause each of its Subsidiaries to, (a) keep and maintain in all material respects all property material to
the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar locations.


 


Section
5.06 Books and Records; Inspection Rights. The Company
will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, keep proper books of record and account
from which financial statements may be prepared in accordance with GAAP and, in any event, consistent with the Company’s
(or such Subsidiary’s, as the case may be) past practice or changes in such practice necessary to meet the requirements of
GAAP. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon at least three (3) Business Days’ prior written notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably requested, provided that, excluding any
such visits and inspections during the continuation of an Event of Default, (a) only the Administrative Agent on behalf of
the Lenders (or a Lender to the extent such visit or inspection is coordinated through the Administrative Agent) may exercise the
rights under this Section 5.06, (b) the Administrative Agent and the Lenders, collectively, shall not exercise such
rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall
be at the Company’s expense absent the existence of an Event of Default and (c) the Person exercising such rights shall
attempt not to exercise such rights during the first thirty (30) days of any of the Company’s fiscal quarters. Notwithstanding
anything to the contrary in this Section 5.06 or any other Loan Document, none of the Company or any Subsidiary shall be
required to disclose, permit the inspection, examination or making of copies or abstracts of, or discussion of, any document, information
or other matter (a) that constitutes non-financial trade secrets or non-financial proprietary information (in each case, unless
an Event of Default has occurred and is continuing, provided that, in such case, such information shall be available to
the Administrative Agent on behalf of the Lenders (or to any Lender to the extent such visit or inspection is coordinated through
the Administrative Agent, provided that, in connection with such information, each such Lender shall be subject to customary
“clean-room” restrictions that are reasonably satisfactory to each of the Administrative Agent and the Company)), (b) in
respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited
by any law or any binding contractual agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney
work product; provided, further, that that in the event that any information is not provided in reliance on this
provision, the Company shall provide notice to the Administrative Agent that such information is being withheld and the Company
shall use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that
would not violate the applicable agreement or risk waiver of such privilege.


 


Section
5.07 Compliance with Laws and Material Contractual
Obligations. The Company will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its property (including without limitation
Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a
party, in the case of (i) and (ii), except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect. The Company will conduct its businesses in compliance in all material
respects with Anti-Corruption Laws and will maintain in effect and enforce policies and procedures reasonably designed to
promote compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions; provided, however, that no covenant shall be made with respect
to any German Subsidiary to the extent it would violate section 7 of the German Foreign Trade Ordinance
(Außenwirtschaftsverordnung).


 






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Section
5.08 Swiss Non-Bank Rules.


 


(a)               
Each Swiss Loan Party shall at all times during the term of this Agreement be in compliance with the Swiss Non-Bank Rules,
provided that a Swiss Loan Party shall not be in breach of this undertaking if such numbers of creditors is exceeded solely
by reason of:


 


(i)                
one or more Lenders:


 


		(A)	not complying with their obligations under clause (b)(iii) of Section 9.05; or



 


		(B)	having acquired any rights pursuant to clause (b)(iii) of Section 9.05 against such Swiss
Loan Party as a result of such breach;



 


(ii)              
 one or more Lenders did confirm that they were a Swiss Qualifying Bank but (A) never was a Swiss Qualifying Bank or (B)
has ceased to be a Swiss Qualifying Bank as a result of any reason attributable to such Lender(s) other than as a result of any
change after the date it or they became a Lender under this Agreement in or in the interpretation, administration, or application
of (i) any law or treaty, or any published practice or (ii) concession of any relevant taxing authority); or


 


(iii)            
any of the confirmations made by an original Lender in Section 2.26 or by a new Lender made in an Assignment an Assumption
is incorrect.


 


(b)               
For the purposes of this Section 5.08 each Swiss Loan Party shall assume that the aggregate number of Lenders which
are Swiss Non-Qualifying Banks is ten.


 


Section
5.09 Use of Proceeds. The proceeds of the Loans
will be used only to finance the working capital needs and for general corporate purposes, of the Company and its
Subsidiaries in the ordinary course of business, including Acquisitions not prohibited by the terms of this Agreement. No
part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of
any of the Regulations of the Board, including Regulations T, U and X. No Borrower will request any Borrowing or Letter of
Credit, and no Borrower shall use, and the Company shall procure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (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 any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities,
businesses or transaction would be prohibited by Sanctions or (iii) in any manner that would result in the violation of
any Sanctions applicable to any party hereto.


 






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Section
5.10 Subsidiary Guaranty. As promptly as
possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent)
after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Company or the
Administrative Agent as, a Material Domestic Subsidiary or a Material Foreign Subsidiary (including, without limitation, upon
the formation of any Subsidiary that is a Division Successor), the Company shall provide the Administrative Agent with
written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall
cause each such Material Domestic Subsidiary and/or Material Foreign Subsidiary (other than any SPV) (to the extent such
Subsidiary is not already a Borrower or a Subsidiary Guarantor) to deliver to the Administrative Agent a joinder to the
Subsidiary Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and
provisions of thereof, such joinder to the Subsidiary Guaranty to be accompanied by appropriate corporate resolutions, other
corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its
counsel; provided, however, that, notwithstanding the foregoing (or any limitation set forth in the definition
of “Subsidiary Guarantor”, the Company will cause each of its Subsidiaries that guarantees or otherwise becomes
liable at any time, whether as a borrower, an additional or co-borrower, Guarantor or otherwise, for or in respect of any
Indebtedness under the Existing Senior Notes, the Senior Notes or any other Material Indebtedness (other than any SPV with
respect to any Permitted Securitization Indebtedness) to concurrently therewith to become a Subsidiary Guarantor hereunder.
For the Avoidance of any doubt, no Foreign Subsidiary shall be required to Guarantee the Obligations of a U.S. Loan Party
(other than for the avoidance of any doubt, such Obligations of a Foreign Obligor which may also be Guaranteed by a U.S. Loan
Party) or any other Domestic Subsidiary. Notwithstanding the foregoing to the contrary, to the extent that the Administrative
Agent and the Company reasonably agree that the cost or other consequences (including tax consequences) of providing a
Guarantee of the Obligations by a Subsidiary is likely to be excessive in relation to the value to be afforded thereby,
such Subsidiary shall not be required to Guarantee the Obligations.


 


Section
5.11 KYC/Beneficial Ownership. Promptly following
any written request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership
Regulation or other applicable anti-money laundering laws.


 


Section
5.12 Fiscal Unity for Dutch Tax Purposes. Procure
that any fiscal unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting) or Dutch value added
tax (omzetbelasting) purposes in which a Loan Party is included consists of Loan Parties only, unless with the prior written
consent of the Administrative Agent (which shall not be unreasonably withheld, conditioned or delayed).


 


Section
5.13 Residency for Dutch Tax Purposes. Procure that
each Dutch Borrower or Dutch Subsidiary Guarantor is resident for tax purposes in the Netherlands only and does not have any permanent
establishment or other taxable presence outside the Netherlands, unless with the prior written consent of the Administrative Agent
(which shall not be unreasonably withheld, conditioned or delayed).


 


Article
VI


 


Negative Covenants


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated (or otherwise become subject to Cash Collateralization or other arrangements
reasonably satisfactory to the Administrative Agent and the Issuing Bank), and all LC Disbursements shall have been reimbursed,
the Borrowers covenant and agree with the Lenders that:


 


Section
6.01 Indebtedness. The Company will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(a)               
the Obligations and any other Indebtedness created under the Loan Documents;


 









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(b)               
Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements
of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof;


 


(c)               
Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary (provided
that all such Indebtedness in an aggregate amount in excess of the Dollar Amount of Five Million Dollars ($5,000,000) of any (x)
Loan Party owing to any Subsidiary that is not a Loan Party or (y) any U.S. Loan Party owing to any Foreign Obligor shall, in each
case, be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent);


 


(d)               
Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any
other Subsidiary (provided that any such Guarantee provided by a Loan Party shall be made only to the extent that such Loan
Party is otherwise permitted to incur such Indebtedness directly) pursuant to the other provisions of this Section 6.01,
provided that any such Indebtedness of any Subsidiary or any such Guarantee of any Subsidiary that is not a U.S. Loan Party
shall be made pursuant to the other provisions of this Section 6.01;


 


(e)               
Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed
or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets (including any replacement thereof, and additions and accessions to such asset and
the proceeds and products thereof (and any customary security deposits made in connection therewith)) prior to the acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition
or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (e) shall not exceed $50,000,000 at any time outstanding;


 


(f)                
Indebtedness of the Company or any Subsidiary as an account party in respect of letters of credit (other than Letters of
Credit issued under this Agreement) or bankers’ acceptances or similar instruments in an aggregate principal amount not to
exceed $300,000,000 at any time;


 


(g)               
Indebtedness of any Subsidiary that is not a U.S. Loan Party and Indebtedness of the Company or any Subsidiary secured by
a Lien on any asset of the Company or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness
permitted by this clause (g) shall not exceed, at the time of the incurrence thereof, 10% of Consolidated Total Assets (determined
as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section
5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal
quarter included in the financial statements referred to in Section 3.04(a));


 


(h)               
unsecured Indebtedness of any U.S. Loan Party in an aggregate principal amount not exceeding $25,000,000 at any time outstanding;
provided that no such Dollar limitation shall apply so long as at the time of the incurrence thereof and after giving effect
thereto (on a Pro Forma Basis) (i) no Default or Event of Default shall have occurred and be continuing and (ii) the
Company shall be in compliance with the financial covenants set forth in Section 6.10;


 


(i)                
Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such 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;


 









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(j)                
Indebtedness of the Company or any Subsidiary (including obligations in respect of letters of credit for the benefit of
the issuer thereof) in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees
and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business;


 


(k)               
Indebtedness in respect of Swap Agreements permitted by Section 6.05;


 


(l)                
Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial
institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business,
provided that such Indebtedness is extinguished within five Business Days after its incurrence;


 


(m)             
Indebtedness representing deferred compensation to employees of the Company or any Subsidiary incurred in the ordinary course
of business;


 


(n)               
Indebtedness consisting of promissory notes issued by the Company or any Subsidiary to current or former officers, directors
or employees or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity
Interests (or any option, warrant or other right to acquire any Equity Interests) permitted by Section 6.07;


 


(o)               
customer deposits and advance payments received by the Company or any Subsidiary in the ordinary course of business from
customers for goods or services purchased in the ordinary course of business;


 


(p)               
Indebtedness of the Company or any Subsidiary consisting of (A) Indebtedness owed to any insurance provider for the
financing of insurance premiums so long as such Indebtedness shall not be in excess of the amount of such premiums, and shall be
incurred only to defer the cost of such premiums, for the annual period in which such Indebtedness is incurred or (B) take-or-pay
obligations contained in supply arrangements, in each case incurred in the ordinary course of business; and


 


(q)               
Indebtedness of any Person that becomes a Subsidiary after the date hereof or is merged with and into the Company or any
Subsidiary, provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary or is merged with and
into the Company or such Subsidiary, as the case may be, and is not created in contemplation of such Person becoming a Subsidiary
or being merged with and into the Company or such Subsidiary, as the case may be, (y) the aggregate principal amount of Indebtedness
outstanding under this clause (q) shall not exceed $50,000,000 in the aggregate and extensions, renewals, replacements and refinancings
of any such Indebtedness so long as the principal amount (or accreted value, if applicable) of such extensions, renewals, replacements
and refinancings does not exceed the principal (or accreted value, if applicable) of the Indebtedness being extended, renewed,
replaced or refinanced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness
thereon and other reasonable amounts paid, and reasonable fees and expenses incurred, in connection with such extension, renewal,
replacement or refinancing; provided, further that, immediately after giving effect to such incurrence of Indebtedness
pursuant to this clause (q), no Event of Default exists and the covenants in Section 6.10 would be met on a Pro Forma Basis.


 


Section
6.02 Liens. The Company will not, and will not permit
any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by
it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:


 


(a)               
Permitted Encumbrances;


 









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(b)               
any Lien on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in Schedule
6.02; provided that (i) such Lien shall not apply to any other property or asset of the Company or any Subsidiary
and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals, replacements
and refinancings thereof that do not increase the outstanding principal amount thereof (plus any accrued but unpaid interest
and premium payable by the terms of such obligations thereon and other reasonable amounts paid, and reasonable fees and expenses
incurred, in connection with such extension, renewal, replacement or refinancing);


 


(c)               
any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing
on any property or asset of any Person that becomes a Subsidiary or is merged with and into the Company or any Subsidiary after
the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation
of such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Company or any Subsidiary, (iii) such Lien shall secure only those obligations which it secures
on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and (iv) such security interests
secure Indebtedness permitted by clause (q) of Section 6.01, and extensions, renewals, replacements and refinancings thereof
that do not increase the outstanding principal amount thereof;


 


(d)               
Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests
and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion
of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets
of the Company or any Subsidiary;


 


(e)               
Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial
Code in effect in the State of New York (or, if applicable, the corresponding section of the Uniform Commercial Code in effect
in the relevant jurisdiction), in each case covering only the items being collected upon;


 


(f)                
Liens representing any interest or title of a licensor, lessor, sublicensor or sublessor under any lease or license permitted
by this Agreement (so long as any such Lien does not secure Indebtedness);


 


(g)               
Liens attaching to commodity trading accounts or brokerage accounts incurred in the ordinary course of business;


 


(h)               
pledges or deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations
to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,
casualty or liability insurance to the Company or any Subsidiary;


 


(i)                
Liens representing any interest of a licensee, lessee, sublicense or sublessee arising by virtue of being granted a license,
sublease, sublicense or sublease (including the provision of software under an open source license) permitted by this Agreement
(so long as any such Lien does not secure any Indebtedness);


 


(j)                
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;


 









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(k)               
Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any Subsidiary in the ordinary course of business;


 


(l)                
Liens that are customary contractual liens (including rights of set-off and pledges) encumbering deposits and accounts and
(A) relating to the establishment of depository relations with banks or other financial institutions not given in connection
with the incurrence of any Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any Subsidiary
to permit satisfaction of overdraft or similar obligations incurred by the Company or any Subsidiary in the ordinary course of
business or (C) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary
in the ordinary course of business;


 


(m)              
Liens solely on cash earnest money deposits or deposits in connection with indemnity obligations made by the Company or
any Subsidiary in connection with any letter of intent or purchase agreement entered into in connection with any Acquisition by
the Company or any Subsidiary permitted hereunder;


 


(n)               
Liens arising from precautionary Uniform Commercial Code financing statement filings solely as a precautionary measure in
connection with operating leases or consignment of goods;


 


(o)               
Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing
of insurance premiums with respect thereto as permitted under Section 6.01(p);


 


(p)               
customary Liens securing any overdraft and related liabilities arising from treasury, depository or cash management services
or automated clearing house transfers of funds, all in favor of the provider of such services;


 


(q)               
any encumbrance or restriction (including put and call arrangements) with respect to the transfer of the Equity Interests
of any joint venture or similar arrangement pursuant to the terms thereof;


 


(r)                
Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of documentary
letters of credit or bankers’ acceptances issued or created for the account of the Company or any Subsidiary in the ordinary
course of business to facilitate the purchase, shipment or storage of such inventory or other goods;


 


(s)                
Liens arising by operation of law under §1120 of the German Civil Code (Bürgerliches Gesetzbuch), under
§369 of the German Commercial Code (Handelsgesetzbuch) or under similar provisions of Swiss law; and


 


(t)                
Liens on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount
of the Indebtedness subject to such Liens does not exceed, at the time of the incurrence of such Indebtedness, 7.5% of Consolidated
Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered
pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last
day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)).


 


For purposes of this
Section 6.02, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Company and
its Subsidiaries.


 









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Notwithstanding the foregoing
to the contrary, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create, incur, assume
or suffer to exist any Lien upon any Material Intellectual Property to secure any Indebtedness.


 


Section
6.03 Fundamental Changes and Asset Sales.


 


(a)               
The Company will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person (including,
in each case, pursuant to a Division), or permit any other Person to merge into or consolidate with it, or sell, transfer, lease
or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, (including pursuant to a Sale and
Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing:


 


(i)                any
Person may merge into the Company in a transaction in which the Company is the surviving corporation;


 


(ii)              
any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided
that any such merger involving the Company must result in the Company as the surviving entity);


 


(iii)             
any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party;


 


(iv)              the
Company and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins
or dispositions of used equipment for value in the ordinary course of business consistent with past practice, (C) enter into
licenses of technology in the ordinary course of business, and (D) make any other sales, transfers, leases or dispositions
(including any Originator or SPV pursuant to a Permitted Receivables Transfer so long as the aggregate outstanding amount of all
Permitted Securitization Indebtedness shall not at any time exceed the greater of (x) $200,000,000 and (y) 10% of Consolidated
Tangible Assets, determined as of the end of the fiscal quarter immediately preceding such sale, lease or other disposition) that,
together with all other property of the Company and its Subsidiaries previously leased, sold or disposed of as permitted by this
clause (D) during any fiscal year of the Company, does not exceed, as of the time of making such sale, transfer, lease or disposition,
10% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements
shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such
financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a));


 


(v)               
any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is
in the best interests of the Company and is not materially disadvantageous to the Lenders; or


 


(vi)              
any Subsidiary which is not a Loan Party may merge with or consolidate into another Subsidiary which is not a Loan Party.


 


(b)               
The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other
than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and businesses
reasonably related thereto.


 









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(c)               
The Company will not change its fiscal year from the basis in effect on the Effective Date.


 


For purposes of this Section 6.03, Treasury Stock to
the extent constituting Margin Stock shall be deemed not to be an asset of the Company and its Subsidiaries.


 


Section
6.04 [Intentionally Omitted].


 


Section
6.05 Swap Agreements. The Company will not, and
will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to
hedge or mitigate risks to which the Company or any Subsidiary has actual or reasonably forecasted exposure (other than those
in respect of Equity Interests of the Company or any of its Subsidiaries), and (b) Swap Agreements entered into in order
to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or investment of the Company or any
Subsidiary.


 


Section
6.06 Transactions with Affiliates. The Company
will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of
its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable
(taken as a whole) to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated
third parties, (b) transactions between or among the Company and its Wholly-Owned Subsidiaries not involving any other
Affiliate, (c) any Restricted Payment permitted by Section 6.07; (d) loans or advances to employees not
prohibited by the terms of this Agreement, (e) payroll, travel, moving and similar advances to cover matters not
prohibited by the terms of this Agreement, (f) the payment of reasonable fees to, and the reimbursement of reasonable
out-of-pocket expenses (to the extent incurred in any such Person’s capacity as a director) of, directors of the
Company or any Subsidiary who are not employees of the Company or any Subsidiary, and compensation, severance and employee
benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or
the Subsidiaries in the ordinary course of business, (g) any issuances of securities or other payments, awards or grants
in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership
plans approved by the Company’s board of directors (or a committee thereof) and (h) employment and
severance arrangements or similar arrangements entered into in the ordinary course of business between any employee and the
Company or any Subsidiary and any thereof.


 


Section
6.07 Restricted Payments. The Company will not,
and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, (it being understood and agreed that the Company and the Subsidiaries shall be permitted to agree to pay
or make a Restricted Payment, or incur any obligation (contingent or otherwise) to do so, so long as the actual payment or
making of such Restricted Payment is contingent upon (x) receipt of the consent therefor (via a waiver or amendment to
this Section 6.07) from the requisite number of Lenders in accordance with Section 9.03 or (y) the
Commitments having expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other
amounts payable (other than contingent amounts not yet due) under any Loan Document having been paid in full in cash and all
Letters of Credit having expired or been terminated (or otherwise having become subject to Cash Collateralization or other
arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank (including in respect of fees that
would otherwise be payable in connection with such Letters of Credit pursuant to the terms of this Agreement), and all LC
Disbursements having been reimbursed, except (a) the Company may declare and pay dividends with respect to its Equity
Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends
ratably with respect to their Equity Interests, (c) the Company may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or employees of the Company and its Subsidiaries and
(d) the Company and its Subsidiaries may make any other Restricted Payment (including without limitation the payment of
dividends in cash with respect to its Equity Interests) so long as no Default or Event of Default has occurred and is
continuing prior to making such Restricted Payment or would arise after giving effect (including pro forma effect)
thereto and the aggregate amount of such Restricted Payments does not exceed $50,000,000 during any fiscal year of the
Company; provided that no such Dollar limitation shall apply if the Company has complied and remains in compliance
with the Adjusted Covenant Requirement.


 






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Section
6.08 Restrictive Agreements. The Company will
not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or
any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of
any Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay
loans or advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company or any other Subsidiary; provided
that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document,
(ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale
of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to
be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) the foregoing shall
not apply to restrictions on cash or other deposits imposed by customers of the Company or any Subsidiary under contracts
entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions (A) set forth
in any instrument or agreement governing the terms of Indebtedness permitted under Section 6.01(q) or (B) that
are binding on a non-Loan Party Subsidiary at the time such Person first becomes a Subsidiary or any assets acquired by a
non-Loan Party Subsidiary at the time such assets are acquired, in the case of each of clauses (A) and (B), so long as such
restrictions were not created in contemplation of such Person becoming a Subsidiary or the acquisition of such assets and
apply only to the assets of such Subsidiary or such assets so acquired, as the case may be, (vii) the foregoing shall
not apply to customary restrictions arising in connection with the incurrence of Indebtedness permitted under Section
6.01 by any Subsidiary that is not a Loan Party (except to the extent relating to the ability of any Subsidiary to
create, incur or permit to exist any Lien upon any Material Intellectual Property), (viii) the forgoing shall not
apply to restrictions under arrangements with any Governmental Authority imposed on any Foreign Subsidiary in connection with
government grants, financial aid, subsidies, tax holidays or other similar benefits or economic incentives (so long as such
restrictions apply only to the assets of such Foreign Subsidiary) and (ix) the foregoing shall not apply to customary
restrictions and conditions on then-market terms contained in the Term Loan Documents, the Existing Senior Note Purchase
Documents, the Senior Note Purchase Documents or agreements relating to issuances of Indebtedness of one or more Loan Parties
pursuant to a privately placed note offering to institutional investors with a maturity date that is no earlier than the
Maturity Date.


 


Section
6.09 Subordinated Indebtedness and Amendments to
Subordinated Indebtedness Documents. The Company will not, and will not permit any Subsidiary to, directly or
indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any
Subordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents
(other than Subordinated Indebtedness permitted under Section 6.01(c) (“Subordinated Intercompany
Indebtedness”), subject to the subordination terms applicable to such Subordinated Intercompany Indebtedness).
Furthermore, the Company will not, and will not permit any Subsidiary to, amend the Subordinated Indebtedness Documents or
any document, agreement or instrument evidencing any Indebtedness incurred pursuant to the Subordinated Indebtedness
Documents (or any replacements, substitutions, extensions, renewals or refinancings thereof) (other than any such documents
evidencing any Subordinated Intercompany Indebtedness, subject to the subordination terms applicable to such Subordinated
Intercompany Indebtedness) or pursuant to which such Indebtedness is issued where such amendment, modification or supplement
provides for the following or which has any of the following effects:


  


(a)               
increases the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment
of principal or interest;


 






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(b)               
shortens or accelerates the date upon which any installment of principal or interest becomes due or adds any additional
mandatory redemption provisions;


 


(c)               
shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to
such Indebtedness;


 


(d)               
increases the rate of interest accruing on such Indebtedness;


 


(e)               
provides for the payment of additional fees or increases existing fees;


 


(f)                
amends or modifies any financial or negative covenant (or covenant which prohibits or restricts the Company or any Subsidiary
from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Company or such
Subsidiary or which is otherwise materially adverse to the Company, any Subsidiary and/or the Lenders or, in the case of any such
covenant, which places material additional restrictions on the Company or such Subsidiary or which requires the Company or such
Subsidiary to comply with more restrictive financial ratios or which requires the Company to better its financial performance,
in each case from that set forth in the existing applicable covenants in the Subordinated Indebtedness Documents or the applicable
covenants in this Agreement; or


 


(g)               
amends, modifies or adds any affirmative covenant in a manner which (i) when taken as a whole, is materially adverse
to the Company, any Subsidiary and/or the Lenders or (ii) is more onerous than the existing applicable covenant in the Subordinated
Indebtedness Documents or the applicable covenant in this Agreement.


 


Section
6.10 Financial Covenants.


 


(a)               
Maximum Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”), determined
as of the end of each of its fiscal quarters ending on and after December 31, 2019, of (i) Consolidated Total Indebtedness
to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter,
all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00 (the “Stated
Ratio”); provided, however, that, upon the election of the Company (which may be exercised not more than
three (3) times during the term of this Agreement) following a Material Acquisition, the Company may increase the maximum Leverage
Ratio by 0.50x above the Stated Ratio (the “Adjusted Leverage Ratio”), provided, further, that
the Adjusted Leverage Ratio (i) shall step down by 0.25x after two (2) full fiscal quarters following the date of such
Material Acquisition and (ii) shall return to the otherwise Stated Ratio after four (4) full fiscal quarters following
the date of such Material Acquisition.


 


(b)                Minimum
Interest Coverage Ratio. To the extent and for so long as any Loan Party is required to maintain a minimum interest
coverage ratio under any Incorporated Interest Coverage Ratio Provision, the Company will not permit the interest
coverage ratio required under any such Incorporated Interest Coverage Ratio Provision, determined as of the end of each of
its fiscal quarters ending on and after December 31, 2019, in each case for the period of four (4) consecutive fiscal
quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated
basis, to be less than the minimum interest coverage ratio required under any such Incorporated Interest Coverage Ratio
Provision.


 






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Section
6.11 Sanctions. Directly or indirectly, use the
proceeds of any Credit Event, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other individual or entity, to fund any activities of or business with any Sanctioned Person to the extent such
activities or business would be prohibited by Sanctions, or in any other manner that will result in a violation by any
individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arrangers,
Administrative Agent, Issuing Bank, Swing Line Lender, or otherwise) of Sanctions; provided, however, that no
covenant shall be made with respect to any German Subsidiary to the extent it would violate section 7 of the German Foreign
Trade Ordinance (Außenwirtschaftsverordnung).


 


Section
6.12 Anti-Corruption Laws. Directly or indirectly
use the proceeds of any Credit Event for any purpose which would breach any Anti-Corruption Laws.


 


Article
VII


 


Events of Default


 


Section
7.01 Events of Default. If any of the following
events (“Events of Default”) shall occur:


 


(a)               
any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement
when and as the same shall become due and payable and in the currency required herein, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise;


 


(b)               
any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to
in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable and in the currency
required hereunder, and such failure shall continue unremedied for a period of five (5) Business Days;


 


(c)               
any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection
with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder,
or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement
or any other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in
any material respect when made or deemed made;


 


(d)               
(i) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, Section
5.03 (with respect to any Borrower’s existence), Section 5.08 or Section 5.10, in Article VI or
in Article X or (ii) any Loan Document shall for any reason not be or shall cease to be in full force and effect or
is declared to be null and void, or any Loan Party party thereto takes any action for the purpose of terminating, repudiating
or rescinding any Loan Document or any of its obligations thereunder;


 


(e)               
any Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document,
and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from the Administrative
Agent to the Company (which notice will be given at the request of any Lender);


 









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(f)                
the Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable
grace period;


 


(g)               
any event or condition occurs that results in any Material Indebtedness becoming due and payable prior to its scheduled
maturity or that enables or permits, in each case, after the applicable grace period, the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, in any case, prior to its scheduled maturity; provided that this clause (g)
shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other disposition
(including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (for the avoidance
of any doubt, Indebtedness that is repaid as a result of a refinancing thereof permitted by Section 6.01 shall not be deemed
to have been due and payable for purposes of this clause (g)).


 


(h)               
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Company or any Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company
or any Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, except
if a bankruptcy is declared (faillissement is uitgesproken) under the Dutch Bankruptcy Act (Faillissementswet), such
proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


 


(i)                
the Company or any Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Subsidiary
(other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)                
the Company or any Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability
or fail generally to pay its debts (other than intercompany indebtedness which may be capitalized from time to time) as they become
due;


 


(k)                without
prejudice to the provisions of clauses (h) to (j) (each inclusive), any of the following occurs in respect of a German
Borrower or a German Subsidiary: (i) it is or admits to be, unable to pay its debts as they fall due
(Zahlungsunfähigkeit) within the meaning of section 17 of the German Insolvency Code (Insolvenzordung), or
it suspends (aussetzen) making payments on all or a material part of its debts or it announces an intention to do so
or commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or
(ii) it is over-indebted (Überschuldung) within the meaning of section 19 of the German Insolvency Code
(Insolvenzordung); or (iii) for any of the reasons set out in section 17 through 19 (inclusive) of the German
Insolvency Code (Insolvenzordung), it files for insolvency in accordance with the German Insolvency Code (Antrag
auf Eröffnung eines Insolvenzverfahrens) or its directors are required by law to file for insolvency; or (iv) a
third party creditor files for insolvency against it unless the petition is frivolous or vexatious and is discharged or
dismissed within 60 days of commencement or, if earlier, the date on which it is advertised; or (v) a competent court
takes any of the actions set out in section 21 of the German Insolvency Code (Insolvenzordung) or a competent court
institutes or rejects (for reason of insufficiency of its funds to implement such proceedings) insolvency proceedings against
it (Eröffnung des Insolvenzverfahrens);


 






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(l)                
without prejudice to the provisions of clauses (h) to (j) inclusive, any of the following occurs in respect of a Swiss Subsidiary:
(i) it is deemed unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to
pay its debts or insolvent (zahlungsunfähig) under applicable law, (ii) it ceases or suspends making payments
on any of its debts or announces any intention to do so (or is so deemed for the purposes of any law applicable to it) (Zahlungseinstellung),
(iii) by reason of actual or anticipated financial difficulties, it commences negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness, (iv) it files a petition for the opening of bankruptcy proceedings because
of insolvency (Zahlungsunfähigkeit) pursuant to Section 191(1) of the Swiss Federal Debt Enforcement and Bankruptcy
Act (Bundesgesetz über Schuldbetreibung und Konkurs) or such bankruptcy is declared otherwise (Konkurseröffnung
und Konkurs), or (v) its liabilities are not covered by its assets (overindebtedness) within the meaning of art.
725 para. 2 and art. 820 para. 1 of the Swiss Federal Code of Obligations (CO) (Überschuldung); (vi) composition with
creditors (Nachlassverfahren) including in particular moratorium (Nachlassstundung) and proceedings regarding composition
agreements (Nachlassvertrag) and emergency moratorium (Notstundung), (vii) proceedings regarding postponement of
the opening of bankruptcy; (viii) moratorium proceedings pursuant to art. 725a or art. 820 para. 2 of the Swiss Code of Obligations
(“CO”) and notification of the judge of a capital loss or over-indebtedness under these provisions "Konkursaufschub
/ Gesellschaftsrechtliches Moratorium), or (X) dissolution/liquidation (Auflösung / Liquidation);


 


(m)              one
or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 (to the extent not covered by
independent third-party insurance as to which the insurer has been notified of such judgment and has not denied or failed to
acknowledge coverage thereof) shall be rendered against the Company, any Subsidiary or any combination thereof and the same
shall remain undischarged or unpaid for a period of sixty (60) consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the
Company or any Subsidiary to enforce any such judgment;


 


(n)              
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;


 


(o)               
a Change in Control shall occur;


 


(p)              
the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of
any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period
of grace or cure therein provided; or


 






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(q)               
any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with
its terms;


 


then, and in every such event
(other than an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by
written notice to the Company, take any of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder and under the other Loan
Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrowers and (iii) require that the Company Cash Collateralize the LC Exposure (in an
amount equal to the Minimum Collateral Amount with respect thereto); and in case of any event with respect to any Loan Party
described in Sections 7.01(h) and 7.01(i) of this Article, the Commitments shall automatically terminate and
the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations
accrued hereunder and under the other Loan Documents, shall automatically become due and payable, and the obligation of the
Company to Cash Collateralize the LC Exposure in accordance with clause (iii) above shall be automatically required, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.


 


Section
7.02 Application of Funds. After the exercise
of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable and
the LC Exposure has automatically been required to be Cash Collateralized as set forth in Section 7.01), any amounts
received on account of the Obligations shall, subject to the provisions of Section 2.21 and Section 2.25, be
applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable and documented
out-of-pocket fees, charges and disbursements of outside counsel to the Administrative Agent and amounts payable under Article II)
payable to the Administrative Agent in its capacity as such;


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and
Letter of Credit fees) payable to the Lenders and the Issuing Bank (including reasonable and documented out-of-pocket fees, charges
and disbursements of outside counsel to the respective Lenders and the Issuing Bank and amounts payable under Article II),
ratably among them in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans, LC Disbursements
and other Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this
clause Third payable to them;


 


Fourth, to payment
of that portion of the Obligations constituting (i) unpaid principal of the Loans and LC Disbursements and (ii) amounts owing under
Banking Services Agreements and Guaranteed Hedge Agreements, ratably among the Lenders and their Affiliates and the Issuing Bank
in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth, to the
Administrative Agent for the account of the Issuing Bank, to Cash Collateralize that portion of the LC Exposure in an amount equal
to the Minimum Collateral Amount to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.21;
and


 


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


 


Subject to Section
2.21, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.


 






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Article
VIII


 


The Administrative
Agent


 


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


 


Section
8.02 Appointment of the Administrative Agent for Swiss
Security.


 


(a)               
The Administrative Agent shall:


 


(i)                
enter into, execute, hold, administer and, as the case may be, realize or release any non-accessory Swiss Security (nicht-akzessorische
Transaktionssicherheit) as indirect representative (indirekter Stellvertreter) in its own name but on behalf and for
the benefit of the Lenders and the Issuing Bank; and


 


(ii)              
hold and administer any accessory Swiss Security (akzessorische Transaktionssicherheit) (e.g. a right of pledge)
(a "Swiss Accessory Security") for itself (including as creditor of any parallel debt or similar obligations)
and as direct representative (direkter Stellvertreter) in the name and on behalf of the Lenders and the Issuing Bank.


 


(b)               
In relation to any Swiss Accessory Security each present and future Lender and the Issuing Bank (in each case other than
the Administrative Agent) hereby appoints and authorizes the Administrative Agent to do all acts in the name and for the account
of such Lender and/or Issuing Bank as its direct representative (direkter Stellvertreter), including, without limitation
:


 


(i)                
to (i) enter into, accept and execute and (ii) hold, administer and, if necessary, enforce the Swiss Accessory Security
granted under any of the Swiss Accessory Security;


 


(ii)              
to agree to amendments, restatements and other alterations to Swiss Accessory Security;


 


(iii)            
to effect any release of the Swiss Accessory Security under, and the termination of, any Swiss Accessory Security; and


 


(iv)             
to exercise such other rights, powers, authorities and discretions granted to the Administrative Agent hereunder, any other
Loan Documents or under the relevant Swiss Accessory Security,


 






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Section
8.03 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 Borrowers 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
8.04 Exculpatory Provisions.


 


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


 


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


 


(iii)            
shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender
or the Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the
possession of, the Administrative Agent, Arrangers, or any of their Related Parties in any capacity, except for notices, reports
and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein;


 


(iv)             
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 Article VII or (ii) in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is
given in writing to the Administrative Agent by the Company, a Lender or the Issuing Bank; and


 


(v)                shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of
any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document or (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.


 






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(b)               
Neither the Administrative Agent nor any of its Related Parties (other than any such Person’s obligations hereunder
with respect to the Disqualified Institutions in its capacity as a Lender) shall be responsible or have any liability for, or have
any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified
Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(i) be obligated
to ascertain, monitor or inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Disqualified
‎Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Loans,
or disclosure of confidential information, to any ‎Disqualified Institution.


 


Section
8.05 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 Bank, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless the
Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank 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 Company), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


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


 


Section
8.07 Resignation of Administrative Agent.


 


(a)                The
Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Company. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company,
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 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 Bank, 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 or a Disqualified Institution. 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 Company and such Person
remove such Person as Administrative Agent and, in consultation with the Company, 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) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except
for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided
for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other
than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring
or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring
or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents
(if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After
the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions
of this Article and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent,
its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while
the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal
for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting
as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any
actions taken in connection with transferring the agency to any successor Administrative Agent.


 


(d)                Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as
Issuing Bank and Swing Line Lender. If Bank of America resigns as an Issuing Bank, it shall retain all the rights,
powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as Issuing Bank and all LC Exposure with respect thereto, including the right to require
the Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.06(d). If Bank
of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to
require the Lenders to make ABR Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.05(c). Upon the appointment by the Company of a successor Issuing Bank or Swing Line Lender hereunder (which successor
shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as applicable,
(b) the retiring Issuing Bank and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Bank shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit.


 






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Section
8.08 Non-Reliance on Administrative Agent and Other
Lenders. Each Lender and the Issuing Bank expressly acknowledges that none of the Administrative Agent nor any
Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter
taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to any
Lender or the Issuing Bank as to any matter, including whether the Administrative Agent or such Arranger have disclosed
material information in their (or their Related Parties’) possession. Each Lender and the Issuing Bank represents to
the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, the
Arrangers, 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 of, appraisal of, and investigation into, the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to the Borrowers hereunder. Each Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any Arranger, 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
credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition
and creditworthiness of the Loan Parties. Each Lender and the Issuing Bank represents and warrants that (i) the Loan
Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding
commercial loans in the ordinary course and is entering into this Agreement as a Lender or the Issuing Bank for the purpose
of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such
Lender or the Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument, and each Lender and the Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender
and the Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold
commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such the Issuing
Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial
loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing
such other facilities.


 


Section
8.09 No Other Duties, Etc. Anything herein to
the contrary notwithstanding, none of the Arrangers, Co-Syndication Agents or Co-Documentation Agents listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Bank hereunder.


 


Section
8.10 Administrative Agent May File Proofs of Claim; Credit
Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure 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 any Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise.


 






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(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters
of Credit 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 Bank and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Section 2.12
and Section 9.07) 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 the Issuing Bank 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 Bank, 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 Section 2.12 and Section 9.07.


 


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


 


Section
8.11 Guaranteed Banking Services Agreements and Guaranteed
Hedge Agreements. Except as otherwise expressly set forth herein, no Lender or any of its Affiliate that is party
to a Banking Services Agreement or Guaranteed Hedge Agreement that obtains the benefit of the provisions of Section
7.02 or the Subsidiary Guaranty by virtue of the provisions hereof shall have any right to notice of or to consent to any
amendment, waiver or modification of the provisions hereof or of the Subsidiary Guaranty (or to notice of or to consent to
any amendment, waiver or modification of the provisions hereof of or the Subsidiary Guaranty) other than in its capacity as a
Lender and, in such case, only to the extent expressly provided in the Loan Documents (it being understood that
Administrative Agent may take any and all action expressly specified in Section 8.12). Notwithstanding any other
provision of this Article VIII to the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under
Banking Services Agreements and Guaranteed Hedge Agreements except to the extent expressly provided herein and unless the
Administrative Agent has received a notice of such Guaranteed Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Lender or Affiliate of such Lender, as the case may be. The
Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Guaranteed Obligations arising under Banking Services Agreements and Guaranteed Hedge Agreements in the case
of a termination of this Agreement and the other Loan Documents. Each Lender hereby acknowledges and agrees (including
on behalf of any of its Affiliates that may be a party to a Banking Services Agreement or Guaranteed Hedge Agreement) that
(x) obligations of the Company or any of its Subsidiaries under any Banking Services Agreement or Guaranteed Hedge
Agreement shall be guaranteed pursuant to the Subsidiary Guaranty only until such time as the Subsidiary Guaranty terminates
pursuant to the terms thereof and (y) any release of Guarantors and/or Designated Borrowers effected in a manner not
prohibited by this Agreement and the other Loan Documents shall not require the consent of holders of obligations under
Banking Services Agreements or Guaranteed Hedge Agreements.


 






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Section
8.12 Guaranty Matters. The Lenders and the
Issuing Bank irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary
Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty pursuant to this Section 8.12.


 


Section
8.13 Lender Representations.


 


(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, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Company or any other Loan Party, that at least one of the following is and will be true:


 


(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 Benefit 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.


 






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(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, the Arrangers and their respective Affiliates, and not,
for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that:


 


(i)               
none of the Administrative Agent or the Arrangers 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 Loan 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 million, 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 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 Arrangers 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 Arrangers 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 Loan Documents or otherwise, including structuring
fees, unused fees, arrangement fees, unused 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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Article
IX


 





Miscellaneous


 


Section
9.01 Notices.


 


(a)               
Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to 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 telecopy, as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number as follows:


 


(i)                
if to any Loan Party, the Administrative Agent, the Issuing Bank, or the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 9.01; and


 


(ii)              
if to any other Lender, to it at its address, telecopy number, electronic mail address or telephone number set forth in
its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its
Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating
to the Company).


 


Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices 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).


 


(b)               
Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be
delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant
to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender
or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing
Line Lender, the Issuing Bank or the Company may each, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening
of business on the next business day for the recipient.


 









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(c)               
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. Except
to the extent resulting from the gross negligence or willful misconduct of the Agent Parties (as determined by final, non-appealable
judgement of a court of competent jurisdiction), in no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to any Borrower, any Lender, the Issuing Bank or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Company’s,
any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform,
any other electronic platform or electronic messaging service, or through the Internet.


 


(d)               
Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the Issuing Bank and the Swing Line Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder
by notice to the Company, the Administrative Agent, the Issuing Bank and the Swing Line Lender. In addition, each Lender agrees
to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications
may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least
one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or
similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Company or its securities for
purposes of United States Federal or state securities laws.


 


Section
9.02 Reliance by Administrative Agent, Issuing Bank and
Lenders. The Administrative Agent, the Issuing Bank and the Lenders shall be entitled to rely and act upon any
notices (including telephonic notices, Borrowing Notices, Letter of Credit Applications and Swing Line Loan Notices)
purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the
Administrative Agent, the Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


Section
9.03 Waivers; Amendments.


 


(a)                No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by
any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without
limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.


 






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(b)               
Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or pursuant to any fee letter
entered into by the Company in connection with this Agreement, neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or
by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement
shall (i) increase any Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the
principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender directly affected thereby (except that any amendment or modification of the financial covenants
in this Agreement (or defined terms used in the financial covenants in this Agreement) shall not constitute a reduction in the
rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender
directly affected thereby, (iv) change Section 2.18(b) or (c) or Section 7.02, in each case, in a manner
that would alter the pro rata sharing of payments or the order of priority of payments, as the case may be, required thereby, without
the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it being
understood that, solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Term
Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis
as the Commitments and the Loans are included on the Effective Date), or (vi) release the Company or all or substantially
all of the Subsidiary Guarantors from their obligations under Article X or the Subsidiary Guaranty, as applicable, without
the written consent of each Lender; provided, further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent, the Issuing Bank or the Swing Line Lender hereunder without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swing Line Lender, as the case may be (it being understood that any
change to Section 2.25 shall require the consent of the Administrative Agent, the Issuing Bank and the Swing Line Lender).
Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be
required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i),
(ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected
by such amendment, waiver or other modification.


 


(c)                Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent
of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in
addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and
the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Lenders.


 






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(d)               
In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”)
requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is
obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in this Section being referred to as a “Non-Consenting Lender”), then,
so long as the Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Company may, at its sole expense
and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all its interests,
rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), provided that (a) the Company shall have received the prior written consent of
the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld
or delayed, (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swing Line Loans, accrued and unpaid interest thereon, accrued and unpaid
fees and all other amounts payable to it hereunder (including any amounts under Section 2.16) from the assignee (to the
extent of such outstanding principal and accrued and unpaid interest and fees) or the Company (in the case of all other amounts),
(c) such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.05(b),
(d) such assignment does not conflict with applicable Laws, and (e) the applicable assignee shall have consented to the
applicable amendment, waiver or consent.


 


(e)               
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only, amend,
modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


Section
9.04 Expenses; Indemnity; Damage Waiver.


 


(a)               
The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent
and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection
with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks)
of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender
(including the reasonable fees, charges and disbursements of one primary counsel and one additional local counsel in each applicable
jurisdiction for the Administrative Agent and the Issuing Bank and one additional counsel for all the Lenders (other than the Administrative
Agent) and one additional counsel (for each affected class) in light of actual or potential conflicts of interest or the availability
of different claims of defenses) in connection with the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or 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)                The
Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses,
including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document
or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations
thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to
the Company 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 Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE
INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or
its affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the
foregoing, (B) any material breach by any of them of the Loan Documents or (C) disputes between and among
Indemnitees (not arising as a result of any act or omission by the Company or any of its Affiliates). This Section
9.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim.


 


(c)               
To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Issuing
Bank or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative
Agent, the Issuing Bank or the Swing Line Lender, as the case may be, in each case, such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood
that the Borrowers’ failure to pay any such amount shall not relieve the Borrowers of any default in the payment thereof);
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, the Issuing Bank or the Swing Line Lender in its capacity as
such.


 


(d)               
To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, and acknowledges that
no other Person shall have, any claim against any Indemnitee for any damages arising from the use by others of information or other
materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) in
the absence of willful misconduct, bad faith or gross negligence (as determined by a court of competent jurisdiction in a final,
non-appealable decision). To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby
waives, and acknowledges that no other Person shall have, any claim against any other party hereto on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 









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(e)          
All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor. Notwithstanding
anything to the contrary herein, the Foreign Obligors shall not be required to make any payment under this Section 9.04
in respect of any Obligations allocable to any U.S. Loan Party (other than for the avoidance of any doubt, such Foreign Obligations
of a Foreign Obligor which may also be Guaranteed by a U.S. Loan Party) and such Foreign Obligors shall only be required to make
payments under this Section 9.04 in respect of Obligations allocable to Foreign Obligors and Foreign Subsidiaries (it
being understood and agreed that all other Loan Parties shall be jointly and severally liable of all payments required under this
Section 9.04).


 


Section
9.05  Successors and Assigns.


 


(a)         
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan
Document without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer
by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder or under any other Loan Document except in accordance with 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 (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)         
(i) Subject to the conditions set forth in paragraph (b)(ii) and (b)(iii) below, any Lender may assign to one or more Persons
(other than an Ineligible Institution) (the “New Lender”) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations
in LC Exposure and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of (for the avoidance of doubt, no other consents shall be required):


 


(a)          
the Company (provided that the Company 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);
provided, further, that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of
a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(b)         
the Administrative Agent;


 


(c)         
the Issuing Bank; and


 


(d)         
the Swing Line Lender.


 


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


 


(a)         
Minimum Amounts.


 






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(1)         
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or contemporaneous
assignments to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified
in paragraph (b)(ii)(A)(2) of this Section in the aggregate and the Loans at the time owing to it 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


 


(2)          
in any case not described in subsection (b)(ii)(A)(1) of this Section, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld
or delayed);


 


(b)         
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, provided that this clause shall not (i) apply to the Swing Line Lender’s
rights and obligations in respect of Swing Line Loans, or (ii) be construed to prohibit the assignment of a proportionate
part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(c)         
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment;


 


(d)         
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
nonpublic information about the Company and its affiliates and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws,
including Federal and state securities laws;


 


(e)          
any assignment or transfer to or assumption by any Person of all or a portion of a Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments or Loans) with respect to a Dutch Borrower shall only be permitted
if such Person is a Dutch Non-Public Lender; and


 


(f)           
in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative
Agent, the Issuing Bank or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Line 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.


 






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(iii)        
Notwithstanding any other provision of this Agreement, if the proposed New Lender is a Swiss Non-Qualifying Bank, no existing
Lender may make an assignment or transfer of its rights and/or obligations of its Commitment and the Loans to that Swiss Non-Qualifying
Bank without the prior written consent of the Company and no assignment or transfer shall be valid without such consent, provided
that consent:


 


(a)           
is not required where an Event of Default is continuing;


 


(b)          
may only be (under the title of this paragraph Section 9.05(b)(iii)) withheld if as a result of such assignment
or transfer the number Lenders that are Swiss Non-Qualifying Banks would exceed the number of ten.


 


For the purposes of
this Section 9.05(b), the terms “Approved Fund” and “Ineligible Institution” have
the following meanings:


 


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


 


“Ineligible
Institution” means (a) a natural person (or any holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of one or more natural persons), (b) a Defaulting Lender, its subsidiaries or its Lender Parent, (c) the
Company, any of its Subsidiaries or any of its Affiliates, (d) a company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person or relative(s) thereof or (e) a Disqualified Institution.


 


(iv)         
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective
date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Section 2.14(b), Section 2.16, Section 2.17 and Section 9.04) with respect to facts and circumstances
occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed
by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this Section 9.05 shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with paragraph (c) of this Section.


 






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(v)          
The Administrative Agent, acting for this purpose solely as a non-fiduciary agent of each Borrower (and such agency shall
be solely for tax purposes), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it (or
the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements 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 Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Company, the Issuing Bank and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 


(c)         
(i) Subject to clause (b)(iii) of Section 9.05, any Lender may, without the consent of any Borrower, the Administrative
Agent, the Issuing Bank or the Swing Line Lender, sell participations to one or more banks or other entities (a “Participant”),
other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this.
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 the first proviso to Section 9.03(b) that affects such Participant. Each Borrower agrees
that each Participant shall be entitled to the benefits of Section 2.14(b), Section 2.16 and Section 2.17
(subject to the requirements and limitations therein, including the requirements under Section 2.17(e) (it being understood
that the documentation required under Section 2.17(e) 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 2.18 and Section 2.19 as if it were an assignee
under paragraph (b) of this Section.


 


(ii)         
A Participant shall not be entitled to receive any greater payment under Section 2.14(b) or Section 2.17
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, 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. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits
of Section 2.17 unless such Participant agrees, for the benefit of the Company, to comply with Section 2.17(e) as
though it were a Lender (it being understood that the documentation required under Section 2.17(e) shall be delivered to
the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent
of each 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 obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person
(including the identity of any Participant or any information relating to a Participant’s interest in the obligations under
this Agreement) except to the extent that such disclosure is necessary to establish that such interest 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,
(i) each Lender shall be responsible for the indemnity under Section 9.04(c) without regard to the existence of any participation,
and (ii) the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 






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


 


(e)         
Disqualified Institutions.


 


(i)           
No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in
all or a portion of its rights and obligations under this Agreement to such Person (unless the Company has consented to such assignment
or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified
Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant
that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant
to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”),
(x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and (y) the
execution by the Company of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee
no longer being considered a Disqualified Institution. Any assignment or participation in violation of this clause (e)(i)
shall not be void, but the other provisions of this clause (e) shall apply.


 


(ii)          
If any assignment is made to any Disqualified Institution without the Company’s prior written consent in violation
of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company may, at its
sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate
any Commitment of such Disqualified Institution and repay all obligations of the Borrowers owing to such Disqualified Institution
in connection with such Commitment, and/or (B) require such Disqualified Institution to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in this Section 9.05), all of its interest, rights and obligations
under this Agreement and related Loan Documents to one or more Persons (other than an Ineligible Institution) satisfying the requirements
of Section 9.05(b) that shall assume such obligations at the lesser of (1) the principal amount thereof and (2) the
amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest,
accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided,
that, (x) the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.05(b),
and (y) such assignment does not conflict with applicable laws.


 






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(iii)        
Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (1) have
the right to receive information, reports or other materials provided to Lenders by or on behalf of the Loan Parties, the Administrative
Agent or any other Lender, (2) attend or participate in meetings attended by the Lenders and the Administrative Agent, or
(3) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors
of the Administrative Agent or the Lenders and (B) (1) for purposes of any consent to any amendment, waiver or modification
of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action
(or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed
to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (2) for
purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”),
each Disqualified Institution party hereto hereby agrees (I) not to vote on such Plan of Reorganization, (II) if such
Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (I),
such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the
Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether
the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy
Code (or any similar provision in any other Debtor Relief Laws) and (III) not to contest any request by any party for a determination
by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (II).


 


(iv)        
The Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to
(A) post the list of Disqualified Institutions provided by the Company and any updates thereto from time to time (collectively,
the “DQ List”) on a Platform, including that portion of such Platform that is designated for “public side”
Lenders and/or (B) provide the DQ List to each Lender requesting the same.


 


(v)         
Neither the Administrative Agent nor its Related Parties (other than any such Person’s obligations hereunder with
respect to the Disqualified Institutions in its capacity as a Lender) shall be responsible or have any liability for, or have any
duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions.
Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor
or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have
any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information,
by any other Person to any Disqualified Institution.


 


(f)          
Resignation as Issuing Bank or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its Commitments and Loans pursuant to subsection (b) above, Bank
of America may, (i) upon 30 days’ written notice to the Company and the Lenders, resign as Issuing Bank and/or (ii) upon
30 days’ written notice to the Company, resign as Swing Line Lender. In the event of any such resignation as Issuing Bank
or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swing Line Lender
hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation
of Bank of America as Issuing Bank or Swing Line Lender, as the case may be. If Bank of America resigns as Issuing Bank, it shall
retain all the rights, powers, privileges and duties of the Issuing Bank hereunder with respect to all Letters of Credit outstanding
as of the effective date of its resignation as Issuing Bank and all LC Exposure with respect thereto (including the right to require
the Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.06(d)). If Bank
of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect
to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make ABR Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon
the appointment of a successor Issuing Bank and/or Swing Line Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swing Line Lender, as the case may be, and
(b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.


 






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(g)         
In addition to the other rights provided to Lenders under this Section 9.05, each Lender may without consulting with
or obtaining consent from any Loan Party, at any time charge, assign or otherwise create security in or over (whether by way of
collateral or otherwise) all or any of its rights under any Loan Document to secure obligations of that Lender including, without
limitation:


 


(i)           
any charge, assignment or other security to secure obligations to a federal reserve or central bank; and


 


(ii)           in
the case of any Lender which is a fund, any charge, assignment or other security granted to any holders (or trustee
or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or
securities, 


 


except that no such charge,
assignment or security shall:


 


(i)          
release a Lender from any of its obligations under the Loan Documents or substitute the beneficiary of the relevant charge,
assignment or security for the Lender as a party to any of the Loan Documents; or


 


(ii)          
require any payments to be made by a Loan Party other than or in excess of, or grant to any person any more extensive rights
than, those required to be made or granted to the relevant Lender under the Loan Documents;


 


and further provided
that any such charge, assignment or other security shall provide that, upon any enforcement thereof, any resulting assignment,
transfer or sub-participation of any such rights under the Loan Documents shall be made in accordance with this Section 9.05.


 


Section
9.06  Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters
of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of
Section 2.14(b), Section 2.16, Section 2.17 and Section 9.04 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any
other Loan Document or any provision hereof or thereof.


 






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Section
9.07 Counterparts; Integration; Effectiveness; Electronic
Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have
received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including,
without limitation, Assignment and Assumptions, amendments or other modifications, Borrowing Requests, Swing Line Loan Notices,
waivers and consents) shall be deemed to include Electronic Signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to
the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section
9.08  Severability. If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 9.08, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the Issuing Bank or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


Section
9.09  Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of the
Company or any other Loan Party against any and all of the obligations of the Company or such Loan Party now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the Issuing Bank or their respective Affiliates, irrespective
of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document
and although such obligations of the Company or such Loan Party may be contingent or unmatured or are owed to a branch, office
or Affiliate of such Lender or the Issuing Bank 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, (x) all
amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions
of Section 2.25 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 Bank and the Lenders, and (y) the Defaulting Lender
shall provide promptly to the Administrative Agent and the Company a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank and
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the Issuing Bank or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify
the Company and the Administrative Agent in writing 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.


 






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Section
9.10  Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)         
GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)        
SUBMISSION TO JURISDICTION. THE COMPANY AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT
WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT
OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING
IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH
THEREIN) 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 NONEXCLUSIVE JURISDICTION OF SUCH COURTS
AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 






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(c)          
WAIVER OF VENUE. THE COMPANY AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)         
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN Section 9.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EACH LOAN PARTY THAT IS
A FOREIGN SUBSIDIARY IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AS SUCH PERSON’S AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE
ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY ACTION, LITIGATION OR PROCEEDING, AND AGREES THAT THE
FAILURE OF THE COMPANY TO GIVE ANY NOTICE OF ANY SUCH SERVICE SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY
JUDGMENT RENDERED IN ANY ACTION, LITIGATION OR PROCEEDING BASED THEREON.  THE COMPANY HEREBY CONFIRMS THAT IT HAS AGREED TO
ACCEPT SUCH APPOINTMENT (AND ANY SIMILAR APPOINTMENT BY ANY OTHER PERSON THAT IS A FOREIGN SUBSIDIARY THAT BECOMES A PARTY TO THIS
AGREEMENT AFTER THE EFFECTIVE DATE).  THE DESIGNATION AND APPOINTMENT MADE PURSUANT TO THE PRECEDING SENTENCE SHALL BE IRREVOCABLE
BY THE COMPANY AND EACH LOAN PARTY THAT IS A FOREIGN SUBSIDIARY.  IF THE FOREGOING APPOINTMENT IS TERMINATED FOR ANY REASON,
THE COMPANY WILL APPOINT A REPLACEMENT AGENT FOR SERVICE OF PROCESS.


 


(e)          
Waiver of Immunities. Each Loan Party, on behalf of itself and its Subsidiaries (and its and their respective process
agents), and each such Person’s properties and revenues of any kind, hereby irrevocably agrees that, to the extent that such
Loan Party or any of its Subsidiaries or any such Person’s properties or revenues has or may hereafter acquire any right
of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, to enforce or collect upon the
Obligations, including immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity
from execution of a judgment, and immunity of any of its property or revenues from attachment prior to any entry of judgment, or
from attachment in aid of execution upon a judgment, each Loan Party, on behalf of itself and its Subsidiaries, hereby expressly
waives, to the fullest extent permissible under applicable Law, any such immunity, and agrees not to assert any such right or claim
in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, each Loan
Party further agrees that the waivers set forth in this Section 9.10(e) shall have the fullest extent permitted under
the Foreign Sovereign Immunities Act of 1976 (U.S.) and other applicable Law and are intended to be irrevocable for purposes of
the Foreign Sovereign Immunities Act of 1976 (U.S.) and such other applicable Law.


 


Section
9.11  WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


 






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Section
9.12  Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.


 


Section
9.13  Confidentiality. Each of the Administrative
Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) on a need to know basis to its Affiliates, its auditors and its Related Parties (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting
to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement,
in any case, other than to a Disqualified Institution (it being understood that the DQ List may be disclosed to any assignee or
Participant, or prospective assignee or Participant, in reliance on this clause (f) so long as such Person is not listed on such
DQ List) 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 any of the Borrowers and their obligations, this Agreement or payments hereunder,
(g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the
credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with
the written consent of the Company 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, the Issuing Bank or
any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, the Administrative
Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration
of this Agreement, the other Loan Documents, and the Commitments.


 


For purposes of this
Section, “Information” means all information received from the Company or any Subsidiary relating to the Company or
any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent,
any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided
that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential or otherwise requested in writing to be held 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.


 






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Each of the Administrative
Agent, the Lenders and the Issuing Bank acknowledges that (a) the Information may include material non-public information
concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material non-public information in accordance with applicable
Law, including United States Federal and state securities Laws.


 


Section
9.14  USA PATRIOT Act. Each Lender that is subject
to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it
is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address
of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot
Act.


 


Section
9.15  Interest Rate Limitation. Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather
than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread
in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


Section
9.16  No Advisory or Fiduciary Responsibility. In
connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees that: (i) (A) the arranging
and other services regarding this Agreement provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length
commercial transactions between the Company, each other Loan Party, and their respective Affiliates, on the one hand, and the Administrative
Agent, the Arrangers and the Lenders and their Affiliates, on the other hand, (B) each of the Company and the other Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and
each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing
by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Company, any other
Loan Party or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers,
any Lender nor any of their Affiliates has any obligation to the Company, any other Loan Party or any of their respective Affiliates
with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates,
and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Company, any other Loan Party
or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby
waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lenders and their respective
Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


 






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Section
9.17  Attorney Representation. If a Dutch Borrower
or another Loan Party incorporated under the laws of the Netherlands is represented by an attorney in connection with the signing
and/or execution of the Agreement and/or any other Loan Document it is hereby expressly acknowledged and accepted by the parties
to the Agreement and/or any other Loan Document that the existence and extent of the attorney’s authority and the effects
of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.


 


Section
9.18  Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this
Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding
among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion
powers of 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 Lender or Issuing Bank 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;


 


(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 Loan Document; or


 


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


 


Section
9.19  Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Agreement or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 


(a)          
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 






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(b)         
As used in this Section 9.19, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


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


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


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


 


Section
9.20  Enforcement. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in
connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with
Article VII for the benefit of all the Lenders and the Issuing Bank; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Bank
or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank
or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff
rights in accordance with Section 9.05 (subject to the terms of Section 2.18(c)), or (d) any Lender from filing
proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party
under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative
Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed
to the Administrative Agent pursuant to Article VII and (ii) in addition to the matters set forth in clauses (b),
(c) and (d) of the preceding proviso and subject to Section 2.18(c), any Lender may, with the consent of the Required Lenders,
enforce any rights and remedies available to them and as authorized by the Required Lenders.


 


Section
9.21  Payments Set Aside. To the extent that
any payment by or on behalf of any Borrower is made to the Administrative Agent, the Issuing Bank or any Lender, or the Administrative
Agent, the Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the Issuing Bank or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the Issuing
Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount
so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of
such recovery or payment. The obligations of the Lenders and the Issuing Bank under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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Section
9.22  ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


Article
X


 


Cross-Guarantee


 


Section
10.01  U.S. Borrower Guarantee. In order to
induce the Lenders to extend credit to the other Borrowers hereunder, but subject to the limitations set forth in this Article
X, the Company and each Borrower that is a U.S. Loan Party (the “U.S. Borrowers”) hereby irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, irrespective of the validity of the Obligations, waiving
all rights of objection and defense arising from the Obligations, the payment when and as due of the Obligations of the other Borrowers,
the other Loan Parties and their Subsidiaries (collectively, the “Obligors”). The U.S. Borrowers further agree
that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any
such Obligation.


 


Each U.S. Borrower
waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The obligations of each U.S. Borrower hereunder shall not be
affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to
enforce any right or remedy against any Obligor under the provisions of this Agreement, any other Loan Document or otherwise; (b) any
extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from,
any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay,
willful or otherwise, in the performance of any of the Obligations; (e) the failure of the Administrative Agent to take any
steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations,
if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Obligor or any other
guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness,
enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any
part thereof, or any other invalidity or unenforceability relating to or against any Obligor or any other guarantor of any of the
Obligations, for any reason related to this Agreement, any other Loan Document, any Guaranteed Hedge Agreement, any Banking Services
Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment
by such Obligor or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of
the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent
vary the risk of such U.S. Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would
impair or eliminate any right of such U.S. Borrower to subrogation.


 






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Each U.S. Borrower
further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely
of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender
to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor
of any Obligor or any other Person.


 


The obligations of
each U.S. Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall
not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality
or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.


 


Each U.S. Borrower
further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations now or
hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise
be restored or returned by the Administrative Agent, the Issuing Bank or any Lender (or any of its Affiliates) upon the insolvency,
bankruptcy or reorganization of any Obligor or otherwise (including pursuant to any settlement entered into by a holder of Obligations
in its discretion).


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law
or in equity against any U.S. Borrower by virtue hereof, upon the failure of any other Obligor to pay any Obligation when and as
the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each U.S. Borrower hereby
promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank or any Lender, forthwith pay,
or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal
amount of such Obligations then due, together with accrued and unpaid interest thereon. Each U.S. Borrower further agrees that
if payment in respect of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than the
Administrative Agent’s Office and if, by reason of any Change in Law, disruption of currency or foreign exchange markets,
war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible
or, in the reasonable judgment of the Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative
Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Administrative Agent, such Borrower
shall make payment of such Obligation in Dollars (based upon the applicable Dollar Amount in effect on the date of payment) at
such Administrative Agent’s Office as is designated by the Administrative Agent and, as a separate and independent obligation,
shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses
that it shall sustain as a result of such alternative payment.


 


Upon payment by any
U.S. Borrower of any sums as provided above, all rights of such U.S. Borrower against any other Obligor arising as a result thereof
by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible
payment in full in cash of all the Obligations owed by such Obligor to the Administrative Agent, the Issuing Bank and the Lenders.


 


Nothing shall discharge
or satisfy the liability of any U.S. Borrower hereunder except the full performance and payment of the Obligations.


 


The Company hereby
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time
by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations
(provided, however, that the Company shall only be liable under this paragraph for the maximum amount of such liability
that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article
X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The Company intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 






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Section
10.02  Foreign Borrower Guarantee. In order to induce
the Lenders to extend credit to the other Borrowers that are Foreign Obligors hereunder (the “Foreign Borrowers”),
but subject to the limitations set forth in this Article X, each Foreign Borrower hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, irrespective of the validity of the Foreign Obligations, waiving all
rights of objection and defense arising from the Foreign Obligations, the payment when and as due of the Foreign Obligations of
the other Foreign Obligors and their Subsidiaries. The Foreign Borrowers further agree that the due and punctual payment of such
Foreign Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Foreign Obligation.


 


Each Foreign Borrower
waives presentment to, demand of payment from and protest to any Foreign Borrower of any of the Foreign Obligations, and also waives
notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Foreign Borrower hereunder
shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or
demand or to enforce any right or remedy against any Foreign Obligor or any of their Subsidiaries under the provisions of this
Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Foreign Obligations; (c) any
rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other
Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Foreign
Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in,
or to preserve any rights to, any security or collateral for the Foreign Obligations, if any; (f) any change in the corporate,
partnership or other existence, structure or ownership of any Foreign Obligor, any of their Subsidiaries or any other guarantor
of any of the Foreign Obligations; (g) the enforceability or validity of the Foreign Obligations or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Foreign
Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Foreign Obligor or any
other guarantor of any of the Foreign Obligations, for any reason related to this Agreement, any other Loan Document, any Guaranteed
Hedge Agreement, any Banking Services Agreement or any provision of applicable law, decree, order or regulation of any jurisdiction
purporting to prohibit the payment by such Foreign Obligor, any of their Subsidiaries or any other guarantor of the Foreign Obligations,
of any of the Foreign Obligations or otherwise affecting any term of any of the Foreign Obligations; or (h) any other act,
omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Foreign Borrower
or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of
such Foreign Borrower to subrogation.


 


Each Foreign Borrower
further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar
proceeding shall have stayed the accrual or collection of any of the Foreign Obligations or operated as a discharge thereof) and
not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank
or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any
Lender in favor of any Foreign Obligor or any other Person.


 






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The obligations of
each Foreign Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity,
illegality or unenforceability of any of the Foreign Obligations, any impossibility in the performance of any of the Foreign Obligations
or otherwise.


 


Each Foreign Borrower
further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Foreign Obligations
now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Foreign Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is
or must otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender (or any of its Affiliates)
upon the insolvency, bankruptcy or reorganization of any Foreign Obligor, any Subsidiary or otherwise (including pursuant to any
settlement entered into by a holder of Foreign Obligations in its discretion).


 


In furtherance of the
foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law
or in equity against any Foreign Borrower by virtue hereof, upon the failure of any other Foreign Obligor, any Subsidiary to pay
any Foreign Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment
or otherwise, each Foreign Borrower hereby promises to and will, upon receipt of written demand by the Administrative Agent, the
Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in
cash an amount equal to the unpaid principal amount of such Foreign Obligations then due, together with accrued and unpaid interest
thereon. Each Foreign Borrower further agrees that if payment in respect of any Foreign Obligation shall be due in a currency other
than Dollars and/or at a place of payment other than the Administrative Agent’s Office and if, by reason of any Change in
Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Foreign Obligation
in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent, the
Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect,
then, at the election of the Administrative Agent, such Foreign Borrower shall make payment of such Foreign Obligation in Dollars
(based upon the applicable Dollar Amount in effect on the date of payment) at such Administrative Agent’s Office as is designated
by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing
Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative
payment.


 


Upon payment by any
Foreign Borrower of any sums as provided above, all rights of such Foreign Borrower against any other Foreign Obligor or Subsidiary
arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right
of payment to the prior indefeasible payment in full in cash of all the Foreign Obligations owed by such Foreign Obligor or such
Subsidiary to the Administrative Agent, the Issuing Bank and the Lenders.


 


Nothing shall discharge
or satisfy the liability of any Foreign Borrower hereunder except the full performance and payment of the Foreign Obligations.


 


Nothing in this Section
10.02 shall oblige a Foreign Borrower that is a German GmbH to make a payment in respect of this Section 10.02 if and
to the extent that this Section 10.02 shall secure obligations of such Foreign Borrower’s shareholders and/or affiliated
companies (verbundene Unternehmen) of such shareholder within the meaning of Section 15 of the German Stock Corporation
Act (Aktiengesetz) (other than the Subsidiaries of such Foreign Borrower that is a German GmbH) and such payment would
cause such Foreign Borrower that is a German GmbH not to have sufficient net assets (Reinvermögen) to maintain its
stated share capital (Stammkapital) and as a result cause a violation of Sections 30, 31 of the German Limited Liability
Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).


 






    131


     


    

 


Section
10.03  Guarantee limitation for Swiss Loan Parties.


 


(a)          
If and to the extent that:


 


(i)           
a Swiss Loan Party under this Article X or any other Loan Document guarantees and/or secures obligations other than
obligations of one of its direct or indirect Subsidiaries (i.e. obligations of a Swiss Loan Party’s direct or indirect parent
companies (up-stream liabilities) or sister companies (cross-stream liabilities)) (“Restricted Obligations”);
and


 


(ii)          
a guarantee payment in fulfilling such obligations would, under Swiss law and practice, constitute a repayment of capital
(Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven)
or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Loan Party or would otherwise be restricted
under Swiss corporate law,


 


such Restricted Obligations (and
the amount of any payment in relation thereto) shall from time to time be limited to the amount permitted to be paid under Swiss
law and practice, provided that, such limited amount shall at no time be less than the profits and reserves of such Swiss
Loan Party available for distribution as dividends (being - according to Swiss law and practice as of the date of this Agreement
– the balance sheet profits and any reserves available for this purpose, in each case in accordance with art. 675(2) and
art. 671(1) and (2), no. 3 and (4) CO) at the time or times payment under or pursuant to this Article X or otherwise under
a Loan Document is requested from such Swiss Loan Party and further provided that such limitation (as may apply from time
to time or not) shall not (generally or definitively) free such Swiss Loan Party from payment obligations hereunder in excess thereof,
but merely postpone the payment date therefor until such times as payment is again permitted notwithstanding such limitation. Any
and all indemnities and guarantees of such Swiss Loan Party contained in any Loan Documents shall be construed in a manner consistent
with the provisions herein contained.


 


(b)         
In case a Swiss Loan Party who must make a payment in respect of Restricted Obligations under this Agreement is obliged
to withhold Swiss Federal Withholding Tax in respect of such payment, such Swiss Loan Party shall:


 


(i)           
procure that such payments can be made without deduction of Swiss Federal Withholding Tax, or with deduction of Swiss Federal
Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including
double tax treaties) rather than payment of the tax;


 


(ii)           
if the notification procedure pursuant to sub-paragraph (i) above
does not apply, deduct Swiss Federal Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or
if the notification procedure pursuant to sub-paragraph (i) above applies for a part of the Swiss Federal Withholding Tax only,
deduct Swiss Federal Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under
applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss Federal
Tax Administration;


 


(iii)        
notify the Administrative Agent that such notification, or as the case may be, deduction has been made and provide the
Administrative Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case
may be, such taxes deducted have been paid to the Swiss Federal Tax Administration;


 






    132


     


    

 


(iv)        
in the case of a deduction of Swiss Federal Withholding Tax, use its best efforts to ensure that any person other than the
Administrative Agent, which is entitled to a full or partial refund of the Swiss Federal Withholding Tax deducted from such payment
in respect of Restricted Obligations, will, as soon as possible after such deduction:


 


(A)        
request a refund of the Swiss Federal Withholding Tax under applicable law (including tax treaties) and pay to the Administrative
Agent upon receipt any amounts so refunded; or


 


(B)         
if the Administrative Agent or a Lender is entitled to a full or partial refund of the Swiss Federal Withholding Tax deducted
from such payment and if requested by the Administrative Agent, provide the Administrative Agent or such Lender with those documents
that are required by law and applicable tax treaties to be provided by the payer of such tax in order to enable the Administrative
Agent or such Lender to prepare a claim for refund of Swiss Federal Withholding Tax.


 


(c)          
If a Swiss Loan Party is obliged to withhold Swiss Federal Withholding Tax in accordance with paragraph (b) above, the Administrative
Agent shall be entitled to further request payment under the guarantee as per this Article X and other indemnity granted
to it under this Agreement and apply proceeds therefrom against the Restricted Obligations up to an amount which is equal to that
amount which would have been obtained if no withholding of Swiss Federal Withholding Tax were required, whereby such further payments
shall always be limited to the maximum amount of the freely distributable capital of such Swiss Loan Party as set out in paragraph
(a) above.


 


(d)         
If and to the extent requested by the Administrative Agent and if and to the extent this is from time to time required under
Swiss law (restricting profit distributions), in order to allow the Administrative Agent (and the Lenders and the Issuing Bank)
to obtain a maximum benefit under the Loan Documents and, in particular, this clause, the Swiss Loan Party shall promptly implement
the following:


 


(i)           
the preparation of an up-to-date audited (interim) balance sheet of such Swiss Loan Party;


 


(ii)          
the confirmation of the auditors of such Swiss Loan Party that the relevant amount represents (the maximum of) freely distributable
profits;


 


(iii)        
the prompt convening of a meeting of the shareholders of such Swiss Loan Party which will approve the (resulting) profit
distribution;


 


(iv)         
if the enforcement of any Restricted Obligations would be limited as a result of any matter referred to in this clause,
such Swiss Loan Party shall, to the extent permitted by applicable law, (A) write up or realize any of its assets shown in its
balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however,
only if such assets are not necessary for such Swiss Loan Party’s business (nicht betriebsnotwendig) and/or (B) reduce
its share capital; and


 


(v)          
all such other measures reasonably necessary and/or to promptly procure the fulfilment of all prerequisites reasonably
necessary to allow such Swiss Loan Party and relevant parent company to promptly make the payments and perform the obligations
agreed hereunder from time to time with a minimum of limitations.


 


[Signature Pages Follow]


 






    133


     


    

 



 


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


 


	 	BRUKER
    CORPORATION,
	 	as
    the Company  
	 	 
	 	By: 	/s/
    Gerald Herman
	                                                                 	 	Name:
    Gerald Herman
	 	 	Title:
    Vice President and Chief Financial Officer                              





 


[Signature Page to
Revolving Credit Agreement]




 






     


     


    

 


	 	BRUKER
    INVEST AG
	 	 
	 	By:  	/s/ Patrick Minhorst
	                                                                 	 	Name: Patrick Minhorst
	 	 	Title: Delegate of the Board of Directors
	 	 
	 	By: 	/s/ Patrick Büchi
	 	 	Name: Patrick Büchi
	 	 	Title: Member of the Board of Directors                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	BRUKER
    FINANCE B.V.
	 	 
	 	By:  	/s/ Kristin Amy Brown
	                                                                 	 	Name: Kristin Amy Brown
	 	 	Title: Non-executive Managing Director                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	BANK
    OF AMERICA, N.A., individually as a Lender, as the Swing Line Lender, as the Issuing Bank and as Administrative Agent
	 	 
	                                                                 	By:  	/s/ Linda E. C. Alto
	 	 	Name: Linda E. C. Alto
	 	 	Title: Senior Vice President                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender
	                                                                 	 
	 	By:  	/s/ Christopher S. Allen                                            
	 	 	Name: Christopher S. Allen
	 	 	Title: Senior Vice President



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	DEUTSCHE
    BANK AG NEW YORK BRANCH, individually as a Lender
	 	 
	 	By:  	/s/ Ming K. Chu
	 	 	Name: Ming K. Chu
	 	 	Title: Director
	                                                                 	 
	 	By: 	/s/ Douglas Darman
	 	 	Name: Douglas Darman
	 	 	Title: Director                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	CITIZENS
    BANK, N.A., individually as a Lender
	 	 
	                                                                 	By: 	/s/ Marc J Lubelczyk
	 	 	Name: Marc J Lubelczyk
	 	 	Title: Senior Vice President                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	TD
    BANK, N.A., individually as a Lender
	 	 
	 	By:  	/s/ Todd Antico
	                                                                 	 	Name: Todd Antico
	 	 	Title: Senior Vice President                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	CREDIT
    SUISSE (SWITZERLAND) LTD., individually as a Lender
	 	 
	 	By:  	/s/ Christophe Müller
	 	 	Name: Christophe Müller
	 	 	Title: Managing Director
	                                                                 	 
	 	By: 	/s/ Johanna Treier
	 	 	Name: Johanna Treier
	 	 	Title: Assistant Vice President                              



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	PEOPLES
    UNITED BANK, NATIONAL ASSOCIATION, individually as a Lender
	 	 
	                                                                 	By: 	/s/ Darci Buchanan                           
	 	 	Name: Darci Buchanan
	 	 	Title: Senior Vice President



 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 


	 	U.S.
    BANK, NATIONAL ASSOCIATION, individually as a Lender
	 	 
	 	By:  	/s/ Michael West
	 	 	Name: Michael West
	                                                                 	 	Title: Senior Vice President                              




 


[Signature Page to
Revolving Credit Agreement]


 






     


     


    

 






 


SCHEDULES TO CREDIT AGREEMENT


 


December 11, 2019


 


These schedules and
all attachments hereto (each of which is incorporated herein by this reference) constitutes the “Schedules” to that
certain Credit Agreement, dated as of December 11, 2019, between Bruker Corporation, the Designated Borrowers, the Lenders and
Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender (the “Credit Agreement”).


 


Unless the context
otherwise requires, all capitalized terms used in these Schedules shall have the respective meanings assigned to them in the Credit
Agreement. These Schedules are qualified in their entirety by reference to specific provisions of the Credit Agreement, and are
not intended to constitute, and shall not be construed as constituting representations or warranties of the parties except as and
to the extent provided in the Credit Agreement. References to or descriptions of any document herein do not purport to be complete
and are qualified in entirety by the document itself.


 






     


     


    

 


Schedule 2.01


 


Commitments and Applicable Percentages


 


	 	 	Lender	 	Revolving Commitment	 	 	Letter of Credit
 Sublimit	 	 	Swingline
 Sublimit	 	 	Applicable Percentage	 
	1. 	 	Bank of America, N.A.	 	$	105,000,000.00	 	 	$	25,000,000.00	 	 	$	25,000,000.00	 	 	 	17.500000000	%
	2. 	 	Wells Fargo Bank, National Association	 	$	105,000,000.00	 	 	 	 	 	 	 	 	 	 	 	17.500000000	%
	3. 	 	Deutsche Bank AG New York Branch	 	$	105,000,000.00	 	 	 	 	 	 	 	 	 	 	 	17.500000000	%
	4. 	 	Citizens Bank, N.A.	 	$	65,000,000.00	 	 	 	 	 	 	 	 	 	 	 	10.833333333	%
	5. 	 	TD Bank, N.A.	 	$	65,000,000.00	 	 	 	 	 	 	 	 	 	 	 	10.833333333	%
	6. 	 	Credit Suisse (Switzerland) Ltd.	 	$	65,000,000.00	 	 	 	 	 	 	 	 	 	 	 	10.833333333	%
	7. 	 	U.S. Bank National Association	 	$	65,000,000.00	 	 	 	 	 	 	 	 	 	 	 	10.833333333	%
	8. 	 	Peoples United Bank, National Association	 	$	25,000,000.00	 	 	 	 	 	 	 	 	 	 	 	4.166666668	%
	 	 	TOTAL:	 	$	600,000,000.00	 	 	$	25,000,000.00	 	 	$	25,000,000.00	 	 	 	100.000000000	%



 






     


     


    

 


SCHEDULE 3.01


 


SUBSIDIARIES


 


	Name of Subsidiary	Jurisdiction of

 Incorporation	Percentage 

Ownership/Class of 

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker Energy & Supercon Technologies, Inc.	Delaware, U.S.A.	100% of common stock owned by Bruker Corporation	No	 
	Bruker AXS LLC	Delaware, U.S.A.	100% of membership interests owned by Bruker Corporation	Yes	X
	Bruker BioSpin Corporation	Massachusetts, U.S.A.	100% of common stock owned by Bruker Corporation	Yes	X
	Bruker Scientific LLC (formerly known as Bruker Optics Inc.)	Delaware, U.S.A.	100% of membership interests owned by Bruker Corporation	Yes	X
	Bruker HTS GmbH	Germany	100% of ordinary shares owned by Bruker Energy & Supercon Technologies, Inc.	No	 
	Hydrostatic Extrusions Ltd.	United Kingdom	100% of common stock owned by Bruker Energy & Supercon Technologies, Inc.	No	 


 


 




 






     


     


    

 


	Name of Subsidiary	Jurisdiction of

 Incorporation	Percentage 

Ownership/Class of 

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker OST LLC	Delaware, U.S.A.	100% of membership interests owned by Bruker Energy & Supercon Technologies, Inc.	No	 
	Bruker Advanced Supercon GmbH	Germany	100% of ordinary shares owned by Bruker HTS GmbH	No	 
	Bruker EAS GmbH	Germany	100% of ordinary shares owned by Bruker HTS GmbH	No	 
	RI Research Instruments GmbH	Germany	51% of ordinary shares owned by Bruker Energy & Supercon Technologies, Inc.	No	 
	Bruker AXS GmbH	Germany	90% of ordinary shares owned by Bruker AXS LLC and 10% of ordinary shares owned by Bruker Corporation	Yes	X
	Bruker AXS Handheld Inc.	Delaware, U.S.A.	100% of common stock owned by Bruker AXS LLC	No	 
	Bruker Nano, Inc.	Arizona, United States	100% of common stock owned by Bruker AXS LLC	Yes	X


 


 






     


     


    

 


	Name of Subsidiary	Jurisdiction of

Incorporation	Percentage 

Ownership/Class of 

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Vutara LLC	Delaware, U.S.A.	100% of membership interests owned by Bruker Nano, Inc.	No	 
	Anasys Instruments Corp.	Delaware, U.S.A.	100% of common stock owned by Bruker Nano, Inc.	No	 
	Bruker Austria GmbH	Austria	100% of ordinary shares owned by Bruker AXS GmbH	No	 
	Bruker Singapore Pte Ltd	Singapore	100% of common stock owned by Bruker Invest AG	No	 
	Bruker do Brasil Ltda.	Brazil	100% of common stock owned by Bruker AXS GmbH	No	 
	Bruker Mexicana S.A. de C.V.	Mexico	99.99% of common stock owned by Bruker AXS GmbH and 0.01% of common stock owned by Bruker AXS LLC	No	 
	Bruker Polska Sp. Z.o.o.	Poland	100% of membership interests owned by Bruker AXS GmbH	No	 
	Bruker South Africa (Pty) Ltd.	South Africa	100% of common stock owned by Bruker AXS GmbH	No	 


 


 






     


     


    

 


	Name of Subsidiary	Jurisdiction of

Incorporation	Percentage

Ownership/Class of

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic 

        /Foreign Subsidiary

	InCoaTec GmbH	Germany	66% of ordinary shares owned by Bruker AXS GmbH	No	 
	Bruker Nano GmbH	Germany	100% of ordinary shares owned by Bruker AXS GmbH	Yes	X
	JPK Instruments USA, Inc.	California, U.S.A.	100% of membership interests of common stock owned by Bruker Nano GmbH	No	 
	JPK Instruments Limited	United Kingdom	100% of common stock owned by Bruker Nano GmbH	No	 
	Bruker Invest AG	Switzerland	90% of ordinary registered shares owned by Bruker BioSpin Corp. and 10% of ordinary registered shares owned by Bruker Corporation	No	 
	Bruker Switzerland AG	Switzerland	100% of ordinary registered shares owned by Bruker Invest AG	Yes	X


 


 




 






     


     


    

 


	Name of Subsidiary	Jurisdiction of 

Incorporation	Percentage

Ownership/Class of

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic 

        /Foreign Subsidiary

	Mestrelab Research S.L.	Spain	50.998% of membership interests owned by Bruker Switzerland AG	No	 
	PMOD Technologies LLC	Switzerland	100% of membership interests owned by Bruker Switzerland AG	No	 
	Agapetus GmbH	Austria	100% of ordinary shares owned by Bruker Switzerland AG	No	 
	Alicona Imaging GmbH	Austria	100% of ordinary shares owned by Agapetus GmbH	No	 
	Alicona Corporation	Delaware, U.S.A.	100% of membership interests owned by Alicona Imaging GmbH	No	 
	Alicona GmbH	Germany	100% of ordinary shares owned by Alicona Imaging GmbH	No	 
	Alicona UK Limited	United Kingdom	100% of common stock owned by Alicona Imaging GmbH	No	 
	Alicona s.r.l.	Italy	100% of membership interests owned by Alicona Imaging GmbH	No	 


 


 






     


     


    

 


	Name of Subsidiary	Jurisdiction of 

Incorporation	Percentage 

Ownership/Class of

 Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker Espanola S.A.	Spain	100% of common stock owned by Bruker Invest AG	No	 
	Bruker Japan K.K.	
        Japan
	100% of common stock owned by Bruker Invest AG	No	 
	Bruker Korea Co. Ltd.	Korea	100% of common stock owned by Bruker Invest AG	No	 
	Bruker BioSpin MRI GmbH	Germany	100% of ordinary shares owned by Bruker Invest AG	No	 
	Bruker MicroCT N.V. (38)	Belgium	99.99% of common stock owned by Bruker Invest AG and .01% of common stock owned by Bruker Switzerland AG	No	 
	Luxendo GmbH	Germany	100% of ordinary shares owned by
    Bruker Invest AG	No	 
	Bruker Nederland B.V.	Netherlands	100% of membership interests owned by Bruker Invest AG	No	 
	Bruker Ltd.	Canada	100% of common stock owned by Bruker Invest AG	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction of

 Incorporation	Percentage

 Ownership/Class of

 Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker UK Ltd.	United Kingdom	100% of common stock owned by Bruker Invest AG	No	 
	Bruker AXS Ltd.	United Kingdom	50% of common stock owned by Bruker UK Ltd. and 50% of common stock owned by Bruker Invest AG	No	 
	Bruker JV UK Ltd.	United Kingdom	100% of common stock owned by Bruker UK Ltd.	No	 
	Bruker France S.A.S.	France	100% of ordinary shares owned by Bruker Invest AG	No	 
	Bruker Belgium S.A./N.V.	Belgium	99.99% of common stock owned by Bruker Invest AG and .01% of common stock owned by Bruker BioSpin AG	No	 
	Bruker Turkey Teknolojik Sistemler Ticaret Ltd. Sirketi	Turkey	99.74% of common stock owned by Bruker Invest AG and .26% of common stock owned by Bruker Switzerland AG	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction of

 Incorporation	Percentage 

Ownership/Class of 

Equity Interest	Subsidiary

 Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker Italia S.r.l.	Italy	100% of membership interests owned by Bruker Invest AG	No	 
	XGLabs S.r.l.	Italy	100% of membership interests owned by Bruker Italia S.r.l.	No	 
	
        Bruker Portugal Unipessoal Lda.
	Portugal	100% of common stock owned by Bruker Invest AG	No	 
	Bruker Scientific Israel Ltd.	Israel	100% of common stock owned by Bruker Invest AG	No	 
	Bruker Technologies Ltd.	Israel	100% of common stock owned by Bruker Scientific Israel Ltd.	No	 
	Bruker (Beijing) Scientific Technology Co., Ltd.	China	100% of common stock owned by Bruker Singapore Pte. Ltd.	No	 
	Bruker (Malaysia) SDN BHD	Malaysia	100% of membership interests owned by
    Bruker Invest AG	No	 
	Bruker Ltd.	Russia	100% of common stock owned by Bruker Invest AG	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction of 

Incorporation	Percentage

 Ownership/Class of

 Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker India Scientific PVT, Ltd.	India	73.59% of common stock owned by Bruker Invest AG, 6.53% of common stock owned by Bruker Daltonik GmbH and 19.88% of common stock owned by Bruker AXS GmbH	No	 
	Bruker PTY Ltd.	Australia	100% of common stock owned by Bruker Invest AG	No	 
	Bruker Physik GmbH	Germany	50.5% of ordinary shares owned by
    Bruker BioSpin Corporation, 24.75% of ordinary shares owned by Bruker Daltonik GmbH and 24.75% of
    ordinary shares owned by Bruker Optik GmbH	Yes	X
	Bruker BioSpin GmbH	Germany	100% of ordinary shares
    owned by Bruker Physik GmbH	Yes	X
	Bruker Daltonik GmbH	Germany	90% of ordinary shares
    owned by Bruker Scientific LLC and 10% of ordinary shares owned by Bruker Corporation	Yes	X
	Bruker Taiwan Co. Ltd.	Taiwan	100% of common stock owned by Bruker Scientific LLC	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction

 of Incorporation	Percentage 

Ownership/Class of

 Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Bruker Daltonics Pty Ltd.	South Africa	100% of common stock owned by Bruker Scientific LLC	No	 
	Bruker Finance B.V.	Netherlands	100% of membership interests owned by Bruker Scientific LLC	No	 
	Bruker Daltonics Ltd.	United Kingdom	100% of common stock owned by Bruker Scientific LLC	No	 
	Bruker Daltonics s.r.l.	Italy	100% of membership interests owned by Bruker Scientific LLC	No	 
	Bruker Detection Corporation	Massachusetts, U.S.A.	100% of common stock owned by Bruker Scientific LLC	No	 
	Bruker  Nordic AB	Sweden	100% of membership interests  owned by Bruker Scientific LLC	No	 
	Hain LifeScience GmbH	Germany	80% of ordinary shares
    owned by Bruker Daltonik GmbH	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction of 

Incorporation	Percentage 

Ownership/Class of 

Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Hain LifeScience E.A. Ltd.	Kenya	100% of membership interests owned by Hain LifeScience GmbH	No	 
	Hain LifeScience Spain S.L.	Spain	100% of membership interests owned by Hain LifeScience GmbH	No	 
	Hain Lifescience Solutions (pty) Ltd.	South Africa	100% of common stock owned by Hain LifeScience GmbH	No	 
	Biocentra AS	Norway	100% of membership interests owned by Hain LifeScience GmbH	No	 
	Hain LifeScience UK Ltd.	United Kingdom	100% of common stock owned by Hain LifeScience GmbH	No	 
	SAS Biocentric	France	100% of ordinary shares owned by Hain LifeScience GmbH	No	 
	Hain LifeScience S.A. Pty. Ltd.	South Africa	100% of common stock owned by Hain LifeScience GmbH	No	 



 






     


     


    

 


	Name of Subsidiary	Jurisdiction of 

Incorporation	Percentage 

Ownership/Class of

 Equity Interest	Subsidiary 

Guarantor	
        Material Domestic

        /Foreign Subsidiary

	Advanced Diagnostic Solutions Pty Ltd.	South Africa	50% of common stock owned by Hain LifeScience GmbH and 50% of common stock owned by Hain LifeScience S.A. Pty. Ltd.	No	 
	Bruker Business Support Center sp. Z.o.o.	Poland	100% of membership interests owned by Bruker Finance B.V.	No	 
	Bruker s.r.o.	Czech Republic	100% of membership interests owned by Bruker Daltonik GmbH	No	 
	Merlin Diagnostika GmbH	Germany	100% of ordinary shares
    owned by Bruker Daltonik GmbH	No	 
	InVivo Biotech Svs GmbH	Germany	100% of ordinary shares
    owned by Bruker Daltonik GmbH	No	 
	Bruker Optik GmbH	Germany	100% of ordinary shares
    owned by Bruker Scientific LLC	Yes	X
	Bruker Scientific Instruments Hong Kong Co. Ltd.	China	100% of common stock owned by Bruker Invest AG	No	 


 






     


     


    

 


The following is a list of options, warrants or other rights
of any Person to acquire, or obligations of the Company or any Subsidiary to issue, any shares of any class of capital stock or
other equity interests of the Company or any Subsidiary:



 


		·	Pursuant to the Bruker Corporation 2001 Stock Option Plan, the Company is authorized to grant Company
directors, officers and employees up to 12,000,000 options to purchase shares of the Company’s common stock or grant restricted
shares of the Company’s common stock.



 


		·	Pursuant to the Bruker Corporation 2010 Incentive Compensation Plan, the Company is authorized
to grant Company directors, officers and employees up to 1,178,778 options to purchase shares of the Company’s common stock
or grant restricted shares of the Company’s common stock.



 


		·	Pursuant to the Bruker Corporation 2016 Incentive Compensation Plan, the Company is authorized
to grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted
stock, restricted stock units, performance shares and performance units, as well as cash-based awards, and to issue up to 9,500,000
shares of the Company’s common stock to Company directors, officers and employees.



 


		·	Pursuant to the Agreement and Plan of Merger dated as of December 6, 2016 (the
                                                                                “Agreement and Plan of Merger”) by and among the Company and Active Spectrum, Inc., the Company may be
                                                                                required, subject to satisfaction of certain performance conditions set forth in the Agreement and Plan of Merger, to
                                                                                issue shares of its common stock to the former stockholders of Active Spectrum, Inc., in an aggregate value equal to
                                                                                approximately $200,000.





 






     


     


    

 


EXHIBIT G-1


 


SUBSIDIARY GUARANTY (DOMESTIC SUBSIDIARIES)


 


[see attached]


 






     


     


    

 


GUARANTY (DOMESTIC SUBSIDIARIES)


 


THIS GUARANTY (DOMESTIC
SUBSIDIARIES) (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”)
is made as of December 11, 2019, by and among each of the undersigned Domestic Subsidiaries (the “Initial Guarantors”
and along with any additional Domestic Subsidiaries of the Company which become parties to this Guaranty by executing a supplement
hereto in the form attached as Annex I, the “Guarantors”) in favor of the Administrative Agent, for the ratable
benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.


 


WITNESSETH:


 


WHEREAS, Bruker Corporation,
a Delaware corporation (the “Company”), certain subsidiaries of the Company party thereto as a borrower (each
a “Designated Borrower”, and, together with the Company, the “Borrowers”), the institutions
from time to time parties thereto as lenders (the “Lenders”), and Bank of America, N.A., as administrative agent
(the “Administrative Agent”) have entered into a certain Credit Agreement dated as of December 11, 2019 (as
the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “Credit Agreement”);


 


WHEREAS, the Credit
Agreement, among other things, provides, subject to the terms and conditions thereof, for extensions from time to time of credit
and other financial accommodations by the Lenders to the Borrowers;


 


WHEREAS, it is a condition
precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of
the Domestic Subsidiaries of the Company required to execute this Guaranty pursuant to the Credit Agreement, including pursuant
to Section 5.10 of the Credit Agreement) execute and deliver this Guaranty, whereby each of the Guarantors shall guarantee the
payment when due of all Obligations; and


 


WHEREAS, in consideration
of the direct and indirect financial and other support that the Borrowers have provided, and such direct and indirect financial
and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the Obligations as set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.     
Definitions. Terms defined in the Credit Agreement
and not otherwise defined herein have, as used herein, the respective meanings provided for therein.


 






     


     


    

 


SECTION 2.     
Representations, Warranties and Covenants. Each of
the Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of
the making, conversion or continuation of any Loan or issuance, amendment, renewal or extension of any Letter of Credit) that:




 


(A)            
It is a corporation, partnership, limited liability company or other corporate entity duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under
the laws of its jurisdiction of incorporation, organization or formation and has all requisite authority to conduct its business
in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not
reasonably be expected to have a Material Adverse Effect.


 


(B)             
It (to the extent applicable) has the requisite power and authority and legal right and/or has taken all necessary corporate
or other action to execute and deliver this Guaranty and to perform its respective obligations hereunder. The execution and delivery
by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper
proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against
such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
capital maintenance requirements or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


(C)             
Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated,
nor compliance by it with the provisions hereof will (i) (a) violate any order of any Governmental Authority, (b) violate in any
material respect any applicable law or regulation, or (c) contravene its articles or certificate of incorporation (or equivalent
charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating agreement or other management agreement, as the case may be, (ii) conflict in any material
respect with, or constitute a material default under any indenture, instrument or other agreement binding upon the Company or any
of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment (other than a payment contemplated
by the Loan Documents) to be made by the Company or any of its Subsidiaries or (iii) result in the creation or imposition of any
Lien on any assets of the Company or any of its Subsidiaries (except as provided in the Loan Documents). No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required
to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect
or enforceability against it of, this Guaranty.


 


In addition to the foregoing, each of the
Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable
under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each
of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set forth in
the Credit Agreement.


 






     


     


    

 


SECTION 3.     
Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and
severally, as primary obligor and not merely as a surety, irrespective of the validity of the Obligations, waiving all rights
of objection and defense arising from the Obligations, the full and punctual payment and performance when due (whether at stated
maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest
on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements
(“Reimbursement Obligations”), (iii) all obligations of any Borrower or any Subsidiary owing to any Lender
or any affiliate of any Lender under any Guaranteed Hedge Agreement or Banking Services Agreement, (iv) all other amounts payable
by any Borrower or any of its Subsidiaries under the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement
and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower
or any other Loan Party of all of the agreements, conditions, covenants, and obligations of such Loan Party contained in the Loan
Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders
from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”).
Upon (x) the failure by any Loan Party or any of its Affiliates, as applicable, to pay punctually any such amount or perform such
obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees
that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit
Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each
of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not
a guaranty of collection.


 


Notwithstanding any limitation
on liability set forth herein to the contrary, if the Guaranteed Obligations are made subject to a debt restructuring arrangement
between a country and its creditors or creditors of persons or entities of such country, and as a result thereof any Holder of
Guaranteed Obligations and other credit facilities to such country, persons or entities of such country, shall agree to provide
any new credit facilities, each Guarantor shall fund (and be the beneficial owner of) that amount of such new credit facilities
which is calculated by (i) dividing the face value of such Guaranteed Obligations by the aggregate amount of the Holder of Guaranteed
Obligations’ credit facilities made part of the restructuring arrangement and (ii) multiplying the result by the amount of
such new credit facilities. Each Guarantor agrees to execute and deliver such documents and take such actions as may reasonably
be requested by the Administrative Agent to effect the purposes of this paragraph. Each Holder of Guaranteed Obligations agrees
to provide each Guarantor with copies of the relevant documents governing its participation in the restructuring arrangement and
new credit facilities and shall provide such Guarantor with the basis on which it has calculated such Guarantor’s portion
of such new credit facilities, which calculations shall be conclusive absent manifest error.


 






     


     


    

 


SECTION 4.     
Guaranty Unconditional. The obligations of each of
the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:




 


(A)             any
extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the
Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce
any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto,
or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations;


 


(B)             
any modification or amendment of or supplement to the Credit Agreement, any other Loan Document, any Guaranteed Hedge Agreement
or any Banking Services Agreement, including, without limitation, any such amendment which may increase the amount of, or the interest
rates applicable to, any of the Guaranteed Obligations;


 


(C)             
any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of
any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations
or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof,
or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;


 


(D)            
any change in the corporate, partnership or other existence, structure or ownership of any Borrower, any other Loan Party,
any Subsidiary or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any such Borrower, other Loan Party, Subsidiary or other guarantor of the Guaranteed Obligations,
or any of their respective assets or any resulting release or discharge of any obligation of such Person of any of the Guaranteed
Obligations;


 


(E)             
the existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other
Loan Party, any Subsidiary or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of
Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(F)             
the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or
any other invalidity or unenforceability relating to or against any Borrower, any other Loan Party, any Subsidiary or any other
guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Guaranteed Hedge Agreement,
any Banking Services Agreement, any other Loan Document, or any provision of applicable law decree, order or regulation of any
jurisdiction purporting to prohibit the payment by such Borrower, other Loan Party, Subsidiary or other guarantor of the Guaranteed
Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;


 






     


     


    

 


(G)            
the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve
any rights to, any security or collateral for the Guaranteed Obligations, if any;


 


(H)           
the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted
under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the
application of Section 1111(b)(2) of the Bankruptcy Code;


 


(I)              
any borrowing or grant of a security interest by any Borrower, any other Loan Party or any Subsidiary, as debtor-in-possession,
under Section 364 of the Bankruptcy Code;


 


(J)             
the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed
Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;


 


(K)            
the failure of any Person to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or


 


(L)             
any other act or omission to act or delay of any kind by any Borrower, any other Loan Party, any Subsidiary or any other
guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or
any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable
discharge of any Guarantor’s obligations hereunder except as provided in Section 5.


 


Without limiting
the foregoing, each Guarantor consents and agrees that any Holder of the Guaranteed Obligations may, at any time and from time
to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or
any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security
for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale
thereof as the Administrative Agent and the Holder of the Guaranteed Obligations in their sole discretion may determine; and (d)
release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Each Guarantor consents
to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under
this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.


 






     


     


    

 


SECTION 5.      Continuing
Guaranty; Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. Each of the
Guarantors’ obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations
now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations shall have been paid in
full in cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or
expired. If at any time any payment of the principal of or interest on any Guaranteed Obligation, including any Loan, any
Reimbursement Obligation or any other amount payable by any Borrower, any Subsidiary or any other party under the Credit
Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement or any other Loan Document (including a
payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned upon
the insolvency, bankruptcy or reorganization of any Loan Party, any Subsidiary or otherwise (including pursuant to any
settlement entered into by a Holder of Guaranteed Obligations in its discretion), each of the Guarantors’ obligations
hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The
parties hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in the same currency as
such Guaranteed Obligation is denominated but if currency control or exchange regulations are imposed in the country which
issues such currency with the result that such currency (the “Original Currency”) no longer exists or the
relevant Guarantor is not able to make payment in such Original Currency, then all payments to be made by such Guarantor
hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date
of payment) of such payment due, it being the intention of the parties hereto that each Guarantor takes all risks of the
imposition of any such currency control or exchange regulations. The obligations hereunder shall not be affected by any acts
of any legislative body or governmental authority affecting the Loan Parties, including but not limited to, any restrictions
on the conversion of currency or repatriation or control of funds or any total or partial expropriation of any Loan
Party’s property, or by economic, political, regulatory or other events in the countries where a Loan Party is located.
The provisions of this Section 5 shall survive the termination of this Guaranty and the repayment in full of the
Guaranteed Obligations and the termination of the Aggregate Commitments.


 


SECTION 6.     
General Waivers; Additional Waivers.


 


(A)            
General Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency,
protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein,
as well as any requirement that at any time any action be taken by any Person against any Borrower, any other Loan Party, any Subsidiary
or any other guarantor of the Guaranteed Obligations, or any other Person.


 


(B)             
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally,
knowingly, and expressly waives:


 


(i)               
any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;


 


(ii)              (a)
notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the
Loan Documents, the Guaranteed Hedge Agreements or the Banking Services Agreements or the creation or existence of any
Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s
right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed
Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of any Borrower or any other
Person or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment,
demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of
Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or
under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;


 






     


     


    

 


(iii)           
its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit
against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has
or may have against, the other Guarantors or any third party, or against any collateral security provided by the Loan Parties,
or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than
the defense that the Guaranteed Obligations shall have been fully and finally performed and paid in full in cash) of the other
Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;


 


(iv)            
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal
or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors
or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance
hereunder (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and paid in full
in cash), and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative
Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against the other Guarantors; the alteration
by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the
other Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of
law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or omission;
or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction
of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder
or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the
Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such
Guarantor’s liability hereunder; and


 


(v)              
any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative
Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of
Guaranteed Obligations under Section 1111(b) of the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim
against the Guarantors.


 






     


     


    

 


Notwithstanding anything
to the contrary set forth in this Guaranty and subject to Section 7 below, no Guarantor shall waive any rights it may have
(in particular but not limited to any right for reimbursement and/or indemnity) against any of its direct or indirect shareholders.


 


SECTION 7.     
Subordination of Subrogation; Subordination of Intercompany
Indebtedness.


 


(A)            
Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly
paid in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations, (ii) waive
any right to enforce any remedy which the Holders of Guaranteed Obligations, the Issuing Bank or the Administrative Agent now have
or may hereafter have against any Borrower, any other Loan Party, any Subsidiary, any endorser or any guarantor of all or any part
of the Guaranteed Obligations or any other Person, and (iii) waive any benefit of, and any right to participate in, any security
or collateral given to the Holders of Guaranteed Obligations, the Issuing Bank and the Administrative Agent to secure the payment
or performance of all or any part of the Guaranteed Obligations or any other liability of any Borrower to the Holders of Guaranteed
Obligations or the Issuing Bank. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation
rights, each Guarantor hereby expressly and irrevocably (i) subordinates any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off that such Guarantor may have to the indefeasible payment in
full in cash of the Guaranteed Obligations and (ii) waives any and all defenses available to a surety, guarantor or accommodation
co-obligor, in each case, until the Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges and
agrees that this subordination is intended to benefit the Administrative Agent and the other Holders of Guaranteed Obligations
and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and
that the Administrative Agent, the other Holders of Guaranteed Obligations and their respective successors and assigns are intended
third party beneficiaries of the waivers and agreements set forth in this Section 7(A).


 






     


     


    

 


(B)              Subordination
of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any
other Loan Party hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness”
(as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any
of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all
Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may
receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any
right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security
interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor
shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those
assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations shall have been fully paid and satisfied (in cash) and
all financing arrangements pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement
have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of
creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of
the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an
“Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any
Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative
Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall
have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds
thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency
Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements
pursuant to any Loan Document among any Borrower and the Holders of Guaranteed Obligations, such Guarantor shall receive and
hold the same in trust, as trustee, for the benefit of the Holders of Guaranteed Obligations and shall forthwith deliver the
same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received
(except for the endorsement or assignment of the Guarantor where necessary), for application to any of the Guaranteed
Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the
Holders of Guaranteed Obligations. If any such Guarantor fails to make any such endorsement or assignment to the
Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the
same. Each Guarantor hereby appoints the Administrative Agent the true and lawful attorney-in-fact of such Guarantor solely
for the purpose of carrying out the foregoing provisions of this Guaranty and taking any action and executing any instrument
that the Administrative Agent reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest and shall terminate upon the indefeasible payment in full in cash of the
Guaranteed Obligations and the termination of Aggregate Commitments and the Loan Documents and all financing arrangements
pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement. Each Guarantor agrees that
until the Guaranteed Obligations (other than the contingent indemnity obligations) have been paid in full (in cash) and
satisfied and all financing arrangements pursuant to any Loan Document among any Borrower and the Holders of Guaranteed
Obligations have been terminated, no Guarantor will assign or transfer to any Person (other than the Administrative Agent or
another Guarantor) any claim any such Guarantor has or may have against any Obligor.


 


(C)             
The provisions of this Section 7 shall survive the termination of this Guaranty and the repayment in full of the
Guaranteed Obligations and the termination of the Aggregate Commitments.


 






     


     


    

 


SECTION 8.     
Contribution with Respect to Guaranteed Obligations.


 


(A)            
To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount
which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of
the Guaranteed Obligations and termination of the Aggregate Commitments and the Loan Documents, the Guaranteed Hedge Agreements
and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from,
and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts
in effect immediately prior to such Guarantor Payment.


 


(B)             
As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the
fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other
Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(C)             
This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section
8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Guaranty.


 


(D)            
The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of
the Guarantor or Guarantors to which such contribution and indemnification is owing.


 


(E)             
The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon
the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Aggregate Commitments and the
Loan Documents, the Guaranteed Hedge Agreements and the Banking Services Agreements.


 


SECTION 9.      Limitation
of Guaranty. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to
avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any
Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that
any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other
agreement or applicable law shall be taken into account.


 






     


     


    

 


SECTION 10.     
Stay of Acceleration. If acceleration of the time
for payment of any amount payable by any Borrower or other Person under the Credit Agreement, any Guaranteed Hedge Agreement, any
Banking Services Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower
or other Person, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Guaranteed Hedge
Agreement, any Banking Services Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent.


 


SECTION 11.     
Notices. All notices, requests and other communications
to any party hereunder shall be given in the manner prescribed in Section 9.01 of the Credit Agreement with respect to the Administrative
Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address, facsimile number,
electronic mail address or telephone number of the Company set forth in the Credit Agreement or such other address, facsimile number,
electronic mail address or telephone number as such party may hereafter specify for such purpose by notice to the Administrative
Agent in accordance with the provisions of such Section 9.01 of the Credit Agreement.


 


SECTION 12.     
No Waivers. No failure or delay by the Administrative
Agent or any other Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Guaranteed Hedge
Agreement, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


SECTION 13.     
Successors and Assigns. This Guaranty is for the
benefit of the Administrative Agent and the other Holders of Guaranteed Obligations and their respective successors and permitted
assigns; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent
of all of the Lenders, and any such assignment in violation of this Section 13 shall be null and void; and in the event
of an assignment of any amounts payable under the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement
or the other Loan Documents in accordance with the respective terms thereof, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors
and their respective successors and assigns.


 


SECTION 14.     
Changes in Writing. Other than in connection with
the addition of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex
I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing
signed by each of the Guarantors and the Administrative Agent with the consent of the Required Lenders under the Credit Agreement.


 


SECTION 15.      GOVERNING
LAW. THIS GUARANTY 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 GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






     


     


    

 


SECTION 16.     CONSENT
TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.


 


(A)            
CONSENT TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION
OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, THE ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(B)             
EACH GUARANTOR 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 GUARANTY
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 






     


     


    

 


(C)             
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
11. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


 


(D)            
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(E)             
Each Guarantor, on behalf of itself and its Subsidiaries (and its and their respective process agents), and each such Person’s
properties and revenues of any kind, hereby irrevocably agrees that, to the extent that such Person or any of its Subsidiaries
or any such Person’s properties or revenues has or may hereafter acquire any right of immunity, whether characterized as
sovereign immunity or otherwise, from any legal proceedings, to enforce or collect upon the Guaranteed Obligations, including immunity
from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment,
and immunity of any of its property or revenues from attachment prior to any entry of judgment, or from attachment in aid of execution
upon a judgment, each Guarantor, on behalf of itself and its Subsidiaries, hereby expressly waives, to the fullest extent permissible
under applicable Law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the
United States or elsewhere. Without limiting the generality of the foregoing, each Loan Party further agrees that the waivers set
forth in this Section 16(E) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 (U.S.)
and other applicable Law and are intended to be irrevocable for purposes of the Foreign Sovereign Immunities Act of 1976 (U.S.)
and such other applicable Law.


 


SECTION 17.     No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Guaranty.
In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Guaranty.


 






     


     


    

 


SECTION 18.     Taxes,
Expenses of Enforcement, etc.


 


(A)           
Taxes.


 


(i)              
All payments by any Guarantor to or for the account of any Lender, the Issuing Bank, the Administrative Agent or any other
Holder of Guaranteed Obligations hereunder or under any other Loan Document or application for a Letter of Credit shall be made
free and clear of and without deduction for any and all Taxes and shall, for the avoidance of doubt, be subject to the applicable
provisions of the Credit Agreement, including, but not limited to, Section 2.17 thereof. If any Guarantor shall be required by
law to deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable hereunder or under any other Loan Document
or application for a Letter of Credit to any Lender, the Issuing Bank, the Administrative Agent or any other Holder of Guaranteed
Obligations, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 18(A)) such Lender, the Issuing Bank, the Administrative Agent
or any other Holder of Guaranteed Obligations (as the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (b) such Guarantor shall make such deductions, (c) such Guarantor shall pay the full amount deducted
to the relevant authority in accordance with applicable law and (d) such Guarantor shall furnish to the Administrative Agent a
copy of a receipt evidencing payment thereof as soon as practicable after such payment is made.


 


(ii)             
In addition, the Guarantors hereby agree to pay any present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes and any other excise or property Taxes, charges or similar levies which arise from any payment made hereunder
or under any other Loan Document or application for a Letter of Credit or from the execution or delivery of, or otherwise with
respect to, this Guaranty or any other Loan Document or application for a Letter of Credit (“Other Taxes”).
For the avoidance of doubt, each applicable Guarantor shall be entitled to deduct and withhold from any payment under this Guaranty
the amount of any Excluded Taxes required to be deducted and withheld under applicable law.


 


(iii)            The
Guarantors hereby agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and any other Holder
of Guaranteed Obligations for the full amount of Indemnified Taxes or Other Taxes (including, without limitation, any
Indemnified Taxes or Other Taxes imposed on amounts payable under this Section 18(A)) paid or payable by, or required
to be deducted or withheld from any payment to, the Administrative Agent, the Issuing Bank, such Lender or such other Holder
of Guaranteed Obligations and any liability (including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other 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 a Guarantor by any Lender,
the Issuing Bank, the Administrative Agent or any other Holder of Guaranteed Obligations shall be conclusive absent manifest
error. Payments due under this indemnification shall be made within ten (10) days of the date the Administrative Agent, the
Issuing Bank, such Lender or such other Holder of Guaranteed Obligations makes written demand therefor.


 






     


     


    

 


(iv)            
By accepting the benefits hereof, each Foreign Lender agrees that it will comply with Section 2.17(e) of the Credit Agreement.


 


(v)              
The provisions of this Section 18(A) shall survive the termination of this Guaranty and the repayment in full of
the Guaranteed Obligations and the termination of the Aggregate Commitments.


 


(B)             
Expenses of Enforcement, Etc. The Guarantors agree to reimburse the Administrative Agent and the other Holders of
Guaranteed Obligations for any reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’
fees and time charges of outside counsel for the Administrative Agent and the other Holders of Guaranteed Obligations) paid or
incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement
of amounts due under the Loan Documents, including without limitation this Guaranty.


 


SECTION 19.     
Setoff. At any time after all or any part of the
Guaranteed Obligations have become due and payable (by acceleration or otherwise), each Holder of Guaranteed Obligations (including
the Administrative Agent) may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply in accordance with the terms of the Credit Agreement toward the payment of all or any
part of the Guaranteed Obligations then due and payable (i) any indebtedness due or to become due from such Holder of Guaranteed
Obligations or the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor,
at any time held by or coming into the possession of such Holder of Guaranteed Obligations (including the Administrative Agent)
or any of their respective affiliates.


 


SECTION 20.     Financial Information. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of each of the Borrowers, the other Loan Parties, the Subsidiaries
and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and
each Guarantor hereby agrees that none of the Holders of Guaranteed Obligations (including the Administrative Agent) shall have
any duty to advise such Guarantor of information known to any of them regarding such condition or any such circumstances. In the
event any Holder of Guaranteed Obligations (including the Administrative Agent), in its sole discretion, undertakes at any time
or from time to time to provide any such information to a Guarantor, such Holder of Guaranteed Obligations (including the Administrative
Agent) shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose
any information which such Holder of Guaranteed Obligations (including the Administrative Agent), pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor.


 






     


     


    

 


SECTION 21.     Severability.
Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions
of this Guaranty.


 


SECTION 22.     
Merger. This Guaranty represents the final agreement
of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous
agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed Obligations (including the Administrative
Agent).


 


SECTION 23.     
Headings. Section headings in this Guaranty are for
convenience of reference only and shall not govern the interpretation of any provision of this Guaranty.


 


SECTION 24.     
Judgment Currency. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable
herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the specified currency with such other currency on the Business Day preceding that on which
final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due to any Holder of Guaranteed
Obligations hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Holder of Guaranteed Obligations of any sum adjudged to be so due
in such other currency such Holder of Guaranteed Obligations may in accordance with normal, reasonable banking procedures purchase
the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally
due to such Holder of Guaranteed Obligations, as the case may be, in the specified currency, each Guarantor agrees, to the fullest
extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder
of Guaranteed Obligations against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Holder of Guaranteed Obligations in the specified currency and (b) any amounts shared with other Holders
of Guaranteed Obligations as a result of allocations of such excess as a disproportionate payment to such Person under Section
2.18 of the Credit Agreement, such Holder of Guaranteed Obligations agrees to remit such excess to such Guarantor.


 


SECTION
25.      Keepwell. 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 by each other Guarantor to honor all of its obligations under this
Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable
under this Section 25 for the maximum amount of such liability that can be hereby incurred without rendering its
obligations under this Section 25 or otherwise under this Guaranty voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP
Guarantor under this Section 25 shall remain in full force and effect until a discharge of such Qualified ECP
Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP
Guarantor intends that this Section 25 constitute, and this Section 25 shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section
1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in
respect of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the
relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such
Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at
such time by entering into a keepwell under Section 1(a)(18)(A)(v)(II) of the Commodity Exchange Act.


 






     


     


    

 


SECTION 26.     
Acknowledgement Regarding Any Supported QFCs. To the extent that this Guaranty provides support for any Swap
Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such
QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Guaranty
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or
any other state of the United States):


 


(A)            
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Guaranty that apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and this Guaranty were governed by the laws of the United States or a state of the United
States.


 


(B)             
As used in this Section 26, the following terms have the following meanings:


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


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


 






     


     


    

 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


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


 


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


 


SECTION 27.     
Counterparts. This Guaranty may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by
telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Guaranty and
the transactions contemplated hereby shall be deemed to include Electronic Signatures, the electronic matching of assignment terms
and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to
the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Remainder of Page Intentionally Blank.


 






     


     


    

 


IN WITNESS WHEREOF, each of the Initial
Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.


 


	 	Bruker Scientific LLC
	 	 
	 	By  	 /s/ Kristin Caplice
	 	 	Name:  	 Kristin Caplice
	 	 	Title:	Manager
	 	 
	 	Bruker BioSpin Corporation 
	 	 
	 	By	/s/ Gerald Herman
	 	 	Name:	Gerald Herman
	 	 	Title:	Assistant Treasurer
	 	 
	 	Bruker AXS LLC
	 	 
	 	By	 /s/ Gerald Herman
	 	 	Name:	 Gerald Herman
	 	 	Title:	Manager
	 	 
	 	Bruker Nano, Inc.
	 	 
	 	By	 /s/ Gerald Herman
	 	 	Name:	 Gerald Herman
	 	 	Title:	Treasurer




 


[Signature Page to Guaranty (Domestic Subsidiary)]


 






     


     


    

 


Acknowledged and Agreed


 


As of the date first written above:


 


BANK OF AMERICA, N.A.,


 


as Administrative Agent


 


	By:  	/s/ Anthony W. Kell	 
	 	Name:  	 Anthony W. Kell	 
	 	Title:	 Vice President	 




 


[Signature Page to Guaranty (Domestic Subsidiary)]


 






     


     


    

 



  


ANNEX I


 


SUPPLEMENT TO GUARANTY


 


Reference is hereby made to the Guaranty
(Domestic Subsidiaries) (the “Guaranty”) made as of December 11, 2019, by and among, initially, Bruker Nano,
Inc., an Arizona corporation, Bruker AXS LLC, a Delaware limited liability company, Bruker Scientific LLC, a Delaware limited liability
company and Bruker BioSpin Corporation, a Massachusetts corporation (collectively, the “Initial Guarantors”
and along with any additional Domestic Subsidiaries of the Company, which become parties thereto and together with the undersigned,
the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed
Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to
them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited liability
company] (a) agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as
if originally a party thereto and (b) hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and
severally, as primary obligor and not merely as a surety, irrespective of the validity of the Obligations, waiving all rights of
objection and defense arising from the Obligations, the full and punctual payment and performance when due (whether at stated maturity,
upon acceleration or otherwise) of the Guaranteed Obligations. By its execution below, the undersigned represents and warrants
as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all
respects as of the date hereof.


 


THIS SUPPLEMENT TO GUARANTY 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 SUPPLEMENT TO GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


THE PROVISIONS SET FORTH IN SECTION 16 OF
THE GUARANTY ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. 


 


IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR],
a [corporation] [partnership] [limited liability company] has executed and delivered this Annex I counterpart to the Guaranty as
of this[ ______] day of [_________] , 20[___].


 


	 	[NAME OF NEW GUARANTOR]
	 	 
	 	By:	            
	 	 
	 	Its:







  






    


     


    

 


EXHIBIT G-2


 


SUBSIDIARY GUARANTY (FOREIGN SUBSIDIARIES)


 


[see attached]


 









    


     


    

 


GUARANTY (FOREIGN SUBSIDIARIES)


 


THIS GUARANTY (FOREIGN
SUBSIDIARIES) (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”)
is made as of December 11, 2019, by and among each of the undersigned Foreign Subsidiaries (the “Initial Guarantors”
and along with any additional Foreign Subsidiaries of the Company which become parties to this Guaranty by executing a supplement
hereto in the form attached as Annex I, the “Guarantors”) in favor of the Administrative Agent, for the ratable
benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.


 


WITNESSETH:


 


WHEREAS, Bruker Corporation,
a Delaware corporation (the “Company”), certain subsidiaries of the Company party thereto as a borrower (each
a “Designated Borrower”, and, together with the Company, the “Borrowers”), the institutions
from time to time parties thereto as lenders (the “Lenders”), and Bank of America, N.A., as administrative agent
(the “Administrative Agent”) have entered into a certain Credit Agreement dated as of December 11, 2019 (as
the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “Credit Agreement”);


 


WHEREAS, the Credit
Agreement, among other things, provides, subject to the terms and conditions thereof, for extensions from time to time of credit
and other financial accommodations by the Lenders to the Borrowers;


 


WHEREAS, it is a condition
precedent to the extensions of credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of
the Foreign Subsidiaries of the Company required to execute this Guaranty pursuant to the Credit Agreement, including pursuant
to Section 5.10 of the Credit Agreement) execute and deliver this Guaranty, whereby each of the Guarantors shall guarantee the
payment when due of all Foreign Obligations (as defined in the Credit Agreement); and


 


WHEREAS, in consideration
of the direct and indirect financial and other support that the Borrowers have provided, and such direct and indirect financial
and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the Administrative
Agent to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the Foreign Obligations as set forth herein;


 


NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.     
Definitions. Terms defined in the Credit Agreement
and not otherwise defined herein have, as used herein, the respective meanings provided for therein.


 









    


     


    

 


SECTION 2.     
Representations, Warranties and Covenants. Each of
the Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of
the making, conversion or continuation of any Loan or issuance, amendment, renewal or extension of any Letter of Credit) that:



 


(A)            
It is a corporation, partnership, limited liability company or other corporate entity duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under
the laws of its jurisdiction of incorporation, organization or formation and has all requisite authority to conduct its business
in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not
reasonably be expected to have a Material Adverse Effect.


 


(B)             
It (to the extent applicable) has the requisite power and authority and legal right and/or has taken all necessary corporate
or other action to execute and deliver this Guaranty and to perform its respective obligations hereunder. The execution and delivery
by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper
proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against
such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
capital maintenance requirements or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


(C)             
Neither the execution and delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated,
nor compliance by it with the provisions hereof will (i) (a) violate any order of any Governmental Authority, (b) violate in any
material respect any applicable law or regulation, or (c) contravene its articles or certificate of incorporation (or equivalent
charter documents), limited liability company or partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating agreement or other management agreement, as the case may be, (ii) conflict in any material
respect with, or constitute a material default under, any indenture, instrument or other agreement binding upon the Company or
any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment (other than a payment contemplated
by the Loan Documents) to be made by the Company or any of its Subsidiaries or (iii) result in the creation or imposition of any
Lien on any assets of the Company or any of its Subsidiaries (except as provided in the Loan Documents). No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required
to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect
or enforceability against it of, this Guaranty.


 


In addition to the foregoing, each of the
Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable
under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable each
of the Borrowers to, fully comply with those covenants and agreements of such Borrower applicable to such Guarantor set forth in
the Credit Agreement.


 






    


     


    

 


SECTION 3.     
Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors
and severally, as primary obligor and not merely as a surety, irrespective of the validity of the Foreign Obligations, waiving
all rights of objection and defense arising from the Foreign Obligations, the full and punctual payment and performance when due
(whether at stated maturity, upon acceleration or otherwise) of the Foreign Obligations, including, without limitation, (i) the
principal of and interest on each Loan made to any Foreign Borrower pursuant to the Credit Agreement, (ii) any obligations of
any Foreign Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of
any Foreign Borrower or any Foreign Subsidiary owing to any Lender or any affiliate of any Lender under any Guaranteed Hedge Agreement
or Banking Services Agreement, (iv) all other amounts payable by any Foreign Borrower or any of its Foreign Subsidiaries under
the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement and the other Loan Documents and (v) the
punctual and faithful performance, keeping, observance, and fulfillment by any Foreign Borrower or any other Foreign Obligor of
all of the agreements, conditions, covenants, and obligations of such Foreign Obligor contained in the Loan Documents (all of
the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time
of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon
(x) the failure by any Foreign Obligor or any of its Affiliates, as applicable, to pay punctually any such amount or perform such
obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees
that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit
Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each
of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not
a guaranty of collection.


 


Notwithstanding any limitation
on liability set forth herein to the contrary, if the Guaranteed Obligations are made subject to a debt restructuring arrangement
between a country and its creditors or creditors of persons or entities of such country, and as a result thereof any Holder of
Guaranteed Obligations and other credit facilities to such country, persons or entities of such country, shall agree to provide
any new credit facilities, each Guarantor shall fund (and be the beneficial owner of) that amount of such new credit facilities
which is calculated by (i) dividing the face value of such Guaranteed Obligations by the aggregate amount of the Holder of Guaranteed
Obligations’ credit facilities made part of the restructuring arrangement and (ii) multiplying the result by the amount of
such new credit facilities. Each Guarantor agrees to execute and deliver such documents and take such actions as may reasonably
be requested by the Administrative Agent to effect the purposes of this paragraph. Each Holder of Guaranteed Obligations agrees
to provide each Guarantor with copies of the relevant documents governing its participation in the restructuring arrangement and
new credit facilities and shall provide such Guarantor with the basis on which it has calculated such Guarantor’s portion
of such new credit facilities, which calculations shall be conclusive absent manifest error.


 









    


     


    

 


SECTION 4.     
Guaranty Unconditional. The obligations of each of
the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:



 


(A)            
any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed
Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power
or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to
any obligation of any other guarantor of any of the Guaranteed Obligations;


 


(B)             
any modification or amendment of or supplement to the Credit Agreement, any other Loan Document, any Guaranteed Hedge Agreement
or any Banking Services Agreement, including, without limitation, any such amendment which may increase the amount of, or the interest
rates applicable to, any of the Guaranteed Obligations;


 


(C)             
any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of
any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations
or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof,
or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations;


 


(D)            
any change in the corporate, partnership or other existence, structure or ownership of any Borrower, any other Loan Party,
any Subsidiary or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any such Borrower, other Loan Party, Subsidiary or other guarantor of the Guaranteed Obligations,
or any of their respective assets or any resulting release or discharge of any obligation of such Person of any of the Guaranteed
Obligations;


 


(E)             
the existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other
Loan Party, any Subsidiary or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of
Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(F)             
the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, or
any other invalidity or unenforceability relating to or against any Borrower, any other Loan Party, any Subsidiary or any other
guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Guaranteed Hedge Agreement,
any Banking Services Agreement, any other Loan Document, or any provision of applicable law decree, order or regulation of any
jurisdiction purporting to prohibit the payment by such Borrower, other Loan Party, Subsidiary or other guarantor of the Guaranteed
Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;


 






    


     


    

 





(G)            
the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve
any rights to, any security or collateral for the Guaranteed Obligations, if any;


 


(H)            
the election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted
under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the
application of Section 1111(b)(2) of the Bankruptcy Code;


 


(I)               
any borrowing or grant of a security interest by any Borrower, any other Loan Party or any Subsidiary, as debtor-in-possession,
under Section 364 of the Bankruptcy Code;


 


(J)               
the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed
Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations;


 


(K)            
the failure of any Person to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or


 


(L)             
any other act or omission to act or delay of any kind by any Borrower, any other Loan Party, any Subsidiary or any other
guarantor of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or
any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable
discharge of any Guarantor’s obligations hereunder except as provided in Section 5.


 


Without limiting
the foregoing, each Guarantor consents and agrees that any Holder of the Guaranteed Obligations may, at any time and from time
to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or
any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security
for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale
thereof as the Administrative Agent and the Holder of the Guaranteed Obligations in their sole discretion may determine; and (d)
release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Each Guarantor consents
to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under
this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.


 






    


     


    

 


SECTION 5.      Continuing
Guaranty; Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. Each of the
Guarantors’ obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations
now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations shall have been paid in
full in cash and the Aggregate Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated
or expired and all financing arrangements pursuant to any Guaranteed Hedge Agreement or any Banking Services Agreement have
been terminated. If at any time any payment of the principal of or interest on any Guaranteed Obligation, including any Loan,
any Reimbursement Obligation or any other amount payable by any Foreign Borrower, any Foreign Subsidiary or any other party
under the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement or any other Loan
Document (including a payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of any Loan Party, any Subsidiary or otherwise
(including pursuant to any settlement entered into by a Holder of Guaranteed Obligations in its discretion), each of the
Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had been due
but not made at such time. The parties hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and
payable in the same currency as such Guaranteed Obligation is denominated but if currency control or exchange regulations are
imposed in the country which issues such currency with the result that such currency (the “Original
Currency”) no longer exists or the relevant Guarantor is not able to make payment in such Original Currency, then
all payments to be made by such Guarantor hereunder in such currency shall instead be made when due in Dollars in an amount
equal to the Dollar Amount (as of the date of payment) of such payment due, it being the intention of the parties hereto that
each Guarantor takes all risks of the imposition of any such currency control or exchange regulations. The obligations
hereunder shall not be affected by any acts of any legislative body or governmental authority affecting the Loan Parties,
including but not limited to, any restrictions on the conversion of currency or repatriation or control of funds or any total
or partial expropriation of any Loan Party’s property, or by economic, political, regulatory or other events in the
countries where a Loan Party is located. The provisions of this Section 5 shall survive the termination of this Guaranty and
the repayment in full of the Guaranteed Obligations and the termination of the Aggregate Commitments.


 


SECTION 6.     
General Waivers; Additional Waivers.


 


(A)            
General Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or action on delinquency,
protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein,
as well as any requirement that at any time any action be taken by any Person against any Borrower, any other Loan Party, any Subsidiary
or any other guarantor of the Guaranteed Obligations, or any other Person.


 


(B)             
Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally,
knowingly, and expressly waives:


 


(i)                
any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;


 


(ii)              (a)
notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the
Loan Documents, the Guaranteed Hedge Agreements or the Banking Services Agreements or the creation or existence of any
Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s
right to make inquiry of Administrative Agent and Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed
Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of any Borrower or any other
Person or of any other fact that might increase such Guarantor’s risk hereunder; (e) notice of presentment for payment,
demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of
Default; and (g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or
under the Loan Documents) and demands to which each Guarantor might otherwise be entitled;


 






    


     


    

 


(iii)           
its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit
against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has
or may have against, the other Guarantors, the other Loan Parties or any third party, or against any collateral security provided
by the Loan Parties, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other
defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and paid in full in
cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors
in respect thereof;


 


(iv)            
(a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense (legal
or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors,
the other Loan Parties or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations; (b)
any defense, set-off, counterclaim, or claim of any kind or nature, arising directly or indirectly from the present or future lack
of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense
such Guarantor has to performance hereunder (other than the defense that the Guaranteed Obligations shall have been fully and finally
performed and paid in full in cash), and any right such Guarantor has to be exonerated, arising by reason of: the impairment or
suspension of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ rights or remedies against
the other Guarantors or Loan Parties; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations
of the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Administrative Agent and the other
Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of
Guaranteed Obligations’ intervention or omission; or the acceptance by the Administrative Agent and the other Holders of
Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of
limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay
the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay
the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and


 


(v)               any
defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the
Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the
other Holders of Guaranteed Obligations under Section 1111(b) of the Bankruptcy Code, to limit the amount of, or any
collateral securing, its claim against the Guarantors.


 






    


     


    

 


Notwithstanding anything
to the contrary set forth in this Guaranty and subject to Section 7 below, no Guarantor shall waive any rights it may have
(in particular but not limited to any right for reimbursement and/or indemnity) against any of its direct or indirect shareholders.


 


SECTION 7.     
Subordination of Subrogation; Subordination of Intercompany
Indebtedness.


 


(A)            
Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly
paid in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations, (ii) waive
any right to enforce any remedy which the Holders of Guaranteed Obligations, the Issuing Bank or the Administrative Agent now have
or may hereafter have against any Borrower, any other Loan Party, any Subsidiary, any endorser or any guarantor of all or any part
of the Guaranteed Obligations or any other Person, and (iii) waive any benefit of, and any right to participate in, any security
or collateral given to the Holders of Guaranteed Obligations, the Issuing Bank and the Administrative Agent to secure the payment
or performance of all or any part of the Guaranteed Obligations or any other liability of any Borrower to the Holders of Guaranteed
Obligations or the Issuing Bank. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation
rights, each Guarantor hereby expressly and irrevocably (i) subordinates any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off that such Guarantor may have to the indefeasible payment in
full in cash of the Guaranteed Obligations and (ii) waives any and all defenses available to a surety, guarantor or accommodation
co-obligor, in each case, until the Guaranteed Obligations are indefeasibly paid in full in cash and the Aggregate Commitments
and all Letters of Credit issued under the Credit Agreement shall have terminated or expired and all financing arrangements pursuant
to any Guaranteed Hedge Agreement or any Banking Services Agreement have been terminated. Each Guarantor acknowledges and agrees
that this subordination is intended to benefit the Administrative Agent and the other Holders of Guaranteed Obligations and shall
not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative
Agent, the other Holders of Guaranteed Obligations and their respective successors and assigns are intended third party beneficiaries
of the waivers and agreements set forth in this Section 7(A).


 






    


     


    

 


(B)              Subordination
of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any Borrower or any
other Loan Party hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness”
(as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Obligations, or against any
of its properties shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all
Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may
receive payments of principal and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any
right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security
interests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor
shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those
assets. No Guarantor shall have any right to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations shall have been fully paid and satisfied (in cash) and
all financing arrangements pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement
have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any
distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of
creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of
the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an
“Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any
Guarantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Administrative
Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall
have first been fully paid and satisfied (in cash). Should any payment, distribution, security or instrument or proceeds
thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency
Event and prior to the satisfaction of all of the Guaranteed Obligations and the termination of all financing arrangements
pursuant to any Loan Document, any Guaranteed Hedge Agreement or any Banking Services Agreement among any Borrower and the
Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of
the Holders of Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of
the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the
Guarantor where necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered,
the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such
Guarantor fails to make any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of
its officers or employees is irrevocably authorized to make the same. Each Guarantor hereby appoints the Administrative Agent
the true and lawful attorney-in-fact of such Guarantor solely for the purpose of carrying out the foregoing provisions of
this Guaranty and taking any action and executing any instrument that the Administrative Agent reasonably may deem necessary
or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest and shall
terminate upon the indefeasible payment in full in cash of the Guaranteed Obligations and the termination of Aggregate
Commitments and the Loan Documents and all financing arrangements pursuant to any Loan Document, any Guaranteed Hedge
Agreement or any Banking Services Agreement. Each Guarantor agrees that until the Guaranteed Obligations (other than the
contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to
any Loan Document among any Borrower and the Holders of Guaranteed Obligations have been terminated, no Guarantor will assign
or transfer to any Person (other than the Administrative Agent or another Guarantor) any claim any such Guarantor has or may
have against any Obligor.


 






    


     


    

 


(C)             
The provisions of this Section 7 shall survive the termination of this Guaranty and the repayment in full of the Guaranteed
Obligations and the termination of the Aggregate Commitments.


 


SECTION 8. Contribution
with Respect to Guaranteed Obligations.


 


(A)            
To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount
which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined
below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors
as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of
the Guaranteed Obligations and termination of the Aggregate Commitments and the Loan Documents, the Guaranteed Hedge Agreements
and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from,
and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts
in effect immediately prior to such Guarantor Payment.


 


(B)             
As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the
fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor
that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other
Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(C)             
This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section
8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Guaranty.


 


(D)            
The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of
the Guarantor or Guarantors to which such contribution and indemnification is owing.


 


(E)             
The rights of the indemnifying Guarantors against other Guarantors under this Section 8 shall be exercisable upon
the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Aggregate Commitments and the
Loan Documents, the Guaranteed Hedge Agreements and the Banking Services Agreements.


 


SECTION 9.      Limitation
of Guaranty. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor
hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to
avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform
Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any
Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that
any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other
agreement or applicable law shall be taken into account.


 






    


     


    

 


SECTION 10. Guarantee Limitations for Swiss Guarantors.


 


(A)            
Notwithstanding any other provision of this Guaranty if and to the extent that:


 


(i)                
a Guarantor incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss
resident pursuant to art. 9 of the Swiss Federal Withholding Tax Act (the “Swiss Guarantor”) under this Guaranty
guarantees and/or secures obligations other than obligations of one of its direct or indirect subsidiaries (i.e. obligations of
a Swiss Guarantor’s direct or indirect parent companies (up-stream liabilities) or sister companies (cross-stream liabilities))
“Restricted Obligations”); and


 


(ii)             
a guarantee payment in fulfilling such obligations would, under Swiss law and practice, constitute a repayment of capital
(Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven)
or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted
under Swiss corporate law, such Restricted Obligations (and the amount of any payment in relation thereto) shall from time to time
be limited to the amount permitted to be paid under Swiss law and practice, provided that, such limited amount shall at no time
be less than the profits and reserves of such Swiss Guarantor available for distribution as dividends (being - according to Swiss
law and practice as of the date of this Guaranty – the balance sheet profits and any reserves available for this purpose,
in each case in accordance with art. 675(2) and art. 671(1) and (2), no. 3 and (4) CO) at the time or times payment under or pursuant
to this Guarantee is requested from such Swiss Guarantor and further provided that such limitation (as may apply from time to time
or not) shall not (generally or definitively) free such Swiss Guarantor from payment obligations hereunder in excess thereof, but
merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation. Any
and all indemnities and guarantees of such Swiss Guarantor contained in this Guarantee shall be construed in a manner consistent
with the provisions herein contained.


 


(B)             
In case a Swiss Guarantor who must make a payment
in respect of Restricted Obligations under this Guaranty is obliged to withhold Swiss Federal Withholding Tax in respect of such
payment, such Swiss Guarantor shall:


 


(i)                 procure that
such payments can be made without deduction of Swiss Federal Withholding Tax, or with deduction of Swiss Federal Withholding
Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including double
tax treaties) rather than payment of the tax;


 






    


     


    

 


(ii)             
if the notification procedure pursuant to sub-paragraph
(i) above does not apply, deduct Swiss Federal Withholding Tax at the rate of 35% (or such other rate as in force from time to
time), or if the notification procedure pursuant to sub-paragraph (i) above applies for a part of the Swiss Federal Withholding
Tax only, deduct Swiss Federal Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification
under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss
Federal Tax Administration;


 


(iii)           
notify the Administrative Agent that such notification,
or as the case may be, deduction has been made and provide the Administrative Agent with evidence that such a notification of the
Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal
Tax Administration;


 


(iv)            
in the case of a deduction of Swiss Federal Withholding
Tax, use its best efforts to ensure that any person other than the Administrative Agent, which is entitled to a full or partial
refund of the Swiss Federal Withholding Tax deducted from such payment in respect of Restricted Obligations, will, as soon as possible
after such deduction:


 


1)                 
request a refund of the Swiss Federal Withholding Tax under applicable law (including tax treaties) and pay to the Administrative
Agent upon receipt any amounts so refunded; or


 


2)                 
if the Administrative Agent or a Lender is entitled to a full or partial refund of the Swiss Federal Withholding Tax deducted
from such payment and if requested by the Administrative Agent, provide the Administrative Agent or the Lender with those documents
that are required by law and applicable tax treaties to be provided by the payer of such tax in order to enable the Administrative
Agent or Lender to prepare a claim for refund of Swiss Federal Withholding Tax.


 


(v)              
if any of the steps mentioned above under (i) through (iv) were considered to be an illegal tax gross-up or indemnification
under the Swiss Federal Withholding Tax Act by a Swiss court or Swiss administrative body, the Swiss Guarantor shall not be obliged
to such gross-up or indemnification.


 


(C)              If
a Swiss Guarantor is obliged to withhold Swiss Federal Withholding Tax in accordance with paragraph (B) above, the
Administrative Agent shall be entitled to further request payment under the guarantee as per this Guaranty and other
indemnity granted to it under this Guaranty and apply proceeds therefrom against the Restricted Obligations up to an amount
which is equal to that amount which would have been obtained if no withholding of Swiss Federal Withholding Tax were
required, whereby such further payments shall always be limited to the maximum amount of the freely distributable capital of
such Swiss Guarantor as set out in paragraph (A) above.


 






    


     


    

 


(D)            
If and to the extent requested by the Administrative Agent and if and to the extent this is from time to time required under
Swiss law (restricting profit distributions), in order to allow the Administrative Agent (and the Lenders and the Issuing Bank)
to obtain a maximum benefit under the Guaranty and, in particular, this clause, the Swiss Guarantor shall promptly implement the
following:


 


(i)                
the preparation of an up-to-date audited (interim) balance sheet of such Swiss Guarantor;


 


(ii)             
the confirmation of the auditors of such Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable
profits;


 


(iii)           
the prompt convening of a meeting of the shareholders of such Swiss Guarantor which will approve the (resulting) profit
distribution;


 


(iv)            
if the enforcement of any Restricted Obligations would be limited as a result of any matter referred to in this clause,
such Swiss Guarantor shall, to the extent permitted by applicable law, (A) write up or realise any of its assets shown in its balance
sheet with a book value that is significantly lower than the market value of the assets, in case of realisation, however, only
if such assets are not necessary for such Swiss Guarantor’s business (nicht betriebsnotwendig) and/or (B) reduce its
share capital; and


 


(v)              
all such other measures reasonably necessary and/or to promptly procure the fulfilment of all prerequisites reasonably
necessary to allow such Swiss Guarantor and relevant parent company to promptly make the payments and perform the obligations agreed
hereunder from time to time with a minimum of limitations.


 


SECTION 11. 
Stay of Acceleration. If acceleration of the time
for payment of any amount payable by any Borrower or other Person under the Credit Agreement, any Guaranteed Hedge Agreement, any
Banking Services Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of such Borrower
or other Person, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Guaranteed Hedge
Agreement, any Banking Services Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder
forthwith on demand by the Administrative Agent.


 


SECTION 12. 
Notices. All notices, requests and other communications
to any party hereunder shall be given in the manner prescribed in Section 9.01 of the Credit Agreement with respect to the Administrative
Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address, facsimile number,
electronic mail address or telephone number of the Company set forth in the Credit Agreement or such other address, facsimile number,
electronic mail address or telephone number as such party may hereafter specify for such purpose by notice to the Administrative
Agent in accordance with the provisions of such Section 9.01 of the Credit Agreement.


 






    


     


    

 


SECTION 13. 
No Waivers. No failure or delay by the Administrative Agent or any other Holder of Guaranteed Obligations in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided
in this Guaranty, the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement and the other Loan Documents
shall be cumulative and not exclusive of any rights or remedies provided by law.


 


SECTION 14. 
Successors and Assigns. This Guaranty is for the
benefit of the Administrative Agent and the other Holders of Guaranteed Obligations and their respective successors and permitted
assigns; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent
of all of the Lenders, and any such assignment in violation of this Section 14 shall be null and void; and in the event
of an assignment of any amounts payable under the Credit Agreement, any Guaranteed Hedge Agreement, any Banking Services Agreement
or the other Loan Documents in accordance with the respective terms thereof, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors
and their respective successors and assigns.


 


SECTION 15. 
Changes in Writing. Other than in connection with
the addition of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex
I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing
signed by each of the Guarantors and the Administrative Agent with the consent of the Required Lenders under the Credit Agreement.


 


SECTION 16. 
GOVERNING LAW. THIS GUARANTY 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 GUARANTY AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


SECTION 17. 
CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.


 


(A)             CONSENT
TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR
PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE
ADMINISTRATIVE AGENT, ANY LENDER, THE ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST THE
GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






    


     


    

 


(B)             
EACH GUARANTOR 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 GUARANTY
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 


(C)             
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
12. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EACH FOREIGN OBLIGOR IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AS SUCH PERSON’S
AUTHORIZED AGENT, TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF, SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY ACTION, LITIGATION
OR PROCEEDING, AND AGREES THAT THE FAILURE OF THE COMPANY TO GIVE ANY NOTICE OF ANY SUCH SERVICE SHALL NOT IMPAIR OR AFFECT THE
VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT RENDERED IN ANY ACTION, LITIGATION OR PROCEEDING BASED THEREON.  THE COMPANY HEREBY
CONFIRMS THAT IT HAS AGREED TO ACCEPT SUCH APPOINTMENT (AND ANY SIMILAR APPOINTMENT BY ANY OTHER PERSON THAT IS A FOREIGN SUBSIDIARY
THAT BECOMES A PARTY TO THIS GUARANTY AFTER THE EFFECTIVE DATE).  THE DESIGNATION AND APPOINTMENT MADE PURSUANT TO THE PRECEDING
SENTENCE SHALL BE IRREVOCABLE BY THE COMPANY AND EACH FOREIGN OBLIGOR.  IF THE FOREGOING APPOINTMENT IS TERMINATED FOR ANY
REASON, THE COMPANY WILL APPOINT A REPLACEMENT AGENT FOR SERVICE OF PROCESS.


 



    


     


    




 


(D)            
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(E)             
Each Guarantor, on behalf of itself and its Subsidiaries (and its and their respective process agents), and each such Person’s
properties and revenues of any kind, hereby irrevocably agrees that, to the extent that such Person or any of its Subsidiaries
or any such Person’s properties or revenues has or may hereafter acquire any right of immunity, whether characterized as
sovereign immunity or otherwise, from any legal proceedings, to enforce or collect upon the Guaranteed Obligations, including immunity
from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment,
and immunity of any of its property or revenues from attachment prior to any entry of judgment, or from attachment in aid of execution
upon a judgment, each Guarantor, on behalf of itself and its Subsidiaries, hereby expressly waives, to the fullest extent permissible
under applicable Law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the
United States or elsewhere. Without limiting the generality of the foregoing, each Loan Party further agrees that the waivers set
forth in this Section 17(E) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 (U.S.)
and other applicable Law and are intended to be irrevocable for purposes of the Foreign Sovereign Immunities Act of 1976 (U.S.)
and such other applicable Law.


 


SECTION 18. 
No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises,
this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions of this Guaranty.


 


SECTION 19. 
Taxes, Expenses of Enforcement, etc.


 


(A)            
Taxes.


 


(i)              
All payments by any Guarantor to or for the account of any Lender, the Issuing Bank, the Administrative Agent or any other
Holder of Guaranteed Obligations hereunder or under any other Loan Document or application for a Letter of Credit shall be made
free and clear of and without deduction for any and all Taxes and shall, for the avoidance of doubt, be subject to the applicable
provisions of the Credit Agreement, including, but not limited to, Section 2.17 thereof. If any Guarantor shall be required by
law to deduct any Indemnified Taxes or Other Taxes from or in respect of any sum payable hereunder or under any other Loan Document
or application for a Letter of Credit to any Lender, the Issuing Bank, the Administrative Agent or any other Holder of Guaranteed
Obligations, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 19(A)) such Lender, the Issuing Bank, the Administrative Agent
or any other Holder of Guaranteed Obligations (as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (b) such Guarantor shall make such deductions, (c) such Guarantor shall pay the full amount
deducted to the relevant authority in accordance with applicable law and (d) such Guarantor shall furnish to the Administrative
Agent a copy of a receipt evidencing payment thereof as soon as practicable after such payment is made.


 






     


     


    

 


(ii)             
In addition, the Guarantors hereby agree to pay any present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes and any other excise or property Taxes, charges or similar levies which arise from any payment made hereunder
or under any other Loan Document or application for a Letter of Credit or from the execution or delivery of, or otherwise with
respect to, this Guaranty or any other Loan Document or application for a Letter of Credit (“Other Taxes”).
For the avoidance of doubt, each applicable Guarantor shall be entitled to deduct and withhold from any payment under this Guaranty
the amount of any Excluded Taxes required to be deducted and withheld under applicable law.


 


(iii)           
The Guarantors hereby agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and any other Holder of
Guaranteed Obligations for the full amount of Indemnified Taxes or Other Taxes (including, without limitation, any Indemnified
Taxes or Other Taxes imposed on amounts payable under this Section 19(A)) paid or payable by, or required to be deducted
or withheld from any payment to, the Administrative Agent, the Issuing Bank, such Lender or such other Holder of Guaranteed Obligations
and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other 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 a Guarantor by any Lender, the Issuing Bank, the Administrative Agent or any
other Holder of Guaranteed Obligations shall be conclusive absent manifest error. Payments due under this indemnification shall
be made within ten (10) days of the date the Administrative Agent, the Issuing Bank, such Lender or such other Holder of Guaranteed
Obligations makes written demand therefor.


 


(iv)            
By accepting the benefits hereof, each Foreign Lender agrees that it will comply with Section 2.17(e) of the Credit Agreement.


 


(v)             
The provisions of this Section 19(A) shall survive the termination of this Guaranty and the repayment in full of the Guaranteed
Obligations and the termination of the Aggregate Commitments.


 






     


     


    

 


(B)             
Expenses of Enforcement, Etc. The Guarantors agree to reimburse the Administrative Agent and the other Holders of
Guaranteed Obligations for any reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’
fees and time charges of outside counsel for the Administrative Agent and the other Holders of Guaranteed Obligations) paid or
incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement
of amounts due under the Loan Documents, including without limitation this Guaranty.


 


SECTION 20. 
Setoff. At any time after all or any part of the
Guaranteed Obligations have become due and payable (by acceleration or otherwise), each Holder of Guaranteed Obligations (including
the Administrative Agent) may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply in accordance with the terms of the Credit Agreement toward the payment of all or any
part of the Guaranteed Obligations then due and payable (i) any indebtedness due or to become due from such Holder of Guaranteed
Obligations or the Administrative Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor,
at any time held by or coming into the possession of such Holder of Guaranteed Obligations (including the Administrative Agent)
or any of their respective affiliates.


 


SECTION 21. 
Financial Information. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of each of the Borrowers, the other Loan Parties, the Subsidiaries
and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and
each Guarantor hereby agrees that none of the Holders of Guaranteed Obligations (including the Administrative Agent) shall have
any duty to advise such Guarantor of information known to any of them regarding such condition or any such circumstances. In the
event any Holder of Guaranteed Obligations (including the Administrative Agent), in its sole discretion, undertakes at any time
or from time to time to provide any such information to a Guarantor, such Holder of Guaranteed Obligations (including the Administrative
Agent) shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose
any information which such Holder of Guaranteed Obligations (including the Administrative Agent), pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor.


 


SECTION 22. 
Severability. Wherever possible, each provision of
this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.


 


SECTION 23. 
Merger. This Guaranty represents the final agreement
of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous
agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed Obligations (including the Administrative
Agent).


 






     


     


    

 


SECTION 24. 
Headings. Section headings in this Guaranty are for convenience of reference only and shall not govern the interpretation
of any provision of this Guaranty.


 


SECTION 25. 
Judgment Currency. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable
herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures
the Administrative Agent could purchase the specified currency with such other currency on the Business Day preceding that on which
final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due to any Holder of Guaranteed
Obligations hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Holder of Guaranteed Obligations of any sum adjudged to be so due
in such other currency such Holder of Guaranteed Obligations may in accordance with normal, reasonable banking procedures purchase
the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally
due to such Holder of Guaranteed Obligations, as the case may be, in the specified currency, each Guarantor agrees, to the fullest
extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder
of Guaranteed Obligations against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Holder of Guaranteed Obligations in the specified currency and (b) any amounts shared with other Holders
of Guaranteed Obligations as a result of allocations of such excess as a disproportionate payment to such Person under Section
2.18 of the Credit Agreement, such Holder of Guaranteed Obligations agrees to remit such excess to such Guarantor.


 


SECTION 26. 
Limitation of Liability of German Guarantor. Nothing
in this Guaranty shall oblige a Guarantor that is a German GmbH Obligor to make a payment in respect of this Guaranty if and to
the extent that this Guaranty shall secure obligations of such Guarantor’s shareholders and/or affiliated companies (verbundene
Unternehmen) of such shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz)
(other than the Subsidiaries of such Guarantor) and such payment would cause such Guarantor not to have sufficient net assets (Reinvermögen)
to maintain its stated share capital (Stammkapital) and as a result cause a violation of Sections 30, 31 of the German Limited
Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).


 


SECTION 27. 
Keepwell. 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 by each other Guarantor to honor all of its obligations under this Guaranty in respect of Specified Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 27 for the maximum amount
of such liability that can be hereby incurred without rendering its obligations under this Section 27 or otherwise under
this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater
amount). The obligations of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect until
a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan
Documents. Each Qualified ECP Guarantor intends that this Section 27 constitute, and this Section 27 shall be deemed
to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes
of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means,
in respect of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant
Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation
or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at such time by entering into a keepwell
under Section 1(a)(18)(A)(v)(II) of the Commodity Exchange Act.


 






     


     


    

 


SECTION 28. 
Acknowledgement Regarding Any Supported QFCs. To the extent that this Guaranty provides support for any Swap
Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such
QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Guaranty
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or
any other state of the United States):


 


(A)            
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Guaranty that apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and this Guaranty were governed by the laws of the United States or a state of the United
States.


 


(B)             
As used in this Section 28, the following terms have the following meanings:


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


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


 






     


     


    

 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


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


 


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


 


SECTION 29. 
Counterparts. This Guaranty may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by
telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Guaranty and
the transactions contemplated hereby shall be deemed to include Electronic Signatures, the electronic matching of assignment terms
and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to
the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format
unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Remainder of Page Intentionally Blank.


 






     


     


    






 


IN WITNESS WHEREOF, each of the Initial
Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.


 


	 	Bruker
    Switzerland AG,
	 	as a Guarantor
	 	 
	 	By:
    	/s/
    Falko Busse
	 	 	Name:
    Falko Busse
	 	 	Title:
    President of the Board of Directors
	 	 
	 	By: 	/s/ Patrick
    Büchi
	 	 	Name:
    Patrick Büchi
	 	 	Title:
    Member of the Board of Directors
	 	 
	 	Bruker
    AXS GmbH,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Dr.
    Frank Walter Burgäzy
	 	 	Name:
    Dr. Frank Walter Burgäzy
	 	 	Title:
    Managing Director
	 	 
	 	By: 	/s/ Dr.
    Klaus Gohlke
	 	 	Name:
    Dr. Klaus Gohlke
	 	 	Title:
    Managing Director



 


[Signature Page to Guaranty (Foreign
Subsidiaries)]


 






     


     


    

 


	 	Bruker
    Physik GmbH
	 	as a Guarantor
	 	 
	 	By: 	/s/ Dr.
    Falko Busse
	 	 	Name: Dr. Falko Busse
	 	 	Title: Group President
	 	 
	 	By: 	/s/ Patrick
    Minhorst
	 	 	Name:
    Patrick Minhorst
	 	 	Title:
    Managing Director
	 	 
	 	Bruker
    Daltonik GmbH,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Jürgen
    Srega
	 	 	Name:
    Jürgen Srega
	 	 	Title:
    Managing Director
	 	 
	 	By: 	/s/ Stefan
    Ruge
	 	 	Name:
    Stefan Ruge
	 	 	Title:
    Managing Director



 


[Signature Page to Guaranty (Foreign
Subsidiaries)]




 






     


     


    

 


	 	Bruker
    Optik GmbH,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Urban
    Faeh
	 	 	Name:
    Urban Faeh
	 	 	Title:
    Managing Director
	 	 
	 	By: 	/s/ Marc
    Beisel
	 	 	Name:
    Marc Beisel
	 	 	Title:
    Managing Director
	 	 
	 	Bruker
    BioSpin GmbH,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Dr.
    Falko Busse
	 	 	Name:
    Dr. Falko Busse
	 	 	Title:
    Group President
	 	 
	 	By: 	/s/ Patrick
    Minhorst
	 	 	Name:
    Patrick Minhorst
	 	 	Title:
    Managing Director



 


[Signature Page to Guaranty (Foreign
Subsidiaries)]




 






     


     


    

 


	 	Bruker
    Nano GmbH,
	 	as a Guarantor
	 	 
	 	By: 	/s/ Thomas
    Schülein
	 	 	Name:
    Thomas Schülein
	 	 	Title:
    Managing Director
	 	 
	 	By: 	/s/ Gabriele
    Seifert
	 	 	Name:
    Gabriele Seifert
	 	 	Title:
    Authorized Signatory




 


[Signature Page to Guaranty (Foreign
Subsidiaries)]




 






     


     


    

 


	Acknowledged
    and Agreed	 
	 	 
	As of
    the date first written above:	 
	 	 
	 	 
	BRUKER CORPORATION,	 
	 	 
	as the Company	 
	 	 
	 	 
	By: 	/s/ Gerald Herman	 
	 	Name: Gerald Herman	 
	 	Title: Vice President and Chief Financial Officer	 




 


[Signature Page to Guaranty (Foreign
Subsidiaries)]




 






     


     


    

 


	Acknowledged
    and Agreed	 
	As of
    the date first written above:	 
	 	 
	BANK
    OF AMERICA, N.A.,	 
	as Administrative Agent	 
	 	 
	By: 	/s/ Anthony W. Kell	 
	 	Name: Anthony W. Kell	 
	 	Title: Vice President	 




 


[Signature Page to Guaranty (Foreign
Subsidiaries)]




 






     


     


    

 


ANNEX I


 


SUPPLEMENT TO GUARANTY


 


Reference is hereby made to the Guaranty
(Foreign Subsidiaries) (the “Guaranty”) made as of December 11, 2019, by and among, initially, (i) Bruker Switzerland
AG, (ii) Bruker AXS GmbH, (iii) Bruker Physik GmbH, (iv) Bruker Daltonik GmbH, (v) Bruker Optik GmbH,
(vi) Bruker BioSpin GmbH, and (vii) Bruker Nano GmbH (the
“Initial Guarantors” and along with any additional Subsidiaries of the Company, which become parties thereto
and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit
of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall
have the meanings given to them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [corporation]
[partnership] [limited liability company] (a) agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees
to be bound by such Guaranty as if originally a party thereto and (b) hereby unconditionally and irrevocably guarantees, jointly
with the other Guarantors and severally, as primary obligor and not merely as a surety, irrespective of the validity of the Obligations,
waiving all rights of objection and defense arising from the Obligations, the full and punctual payment and performance when due
(whether at stated maturity, upon acceleration or otherwise) of the Guaranteed Obligations. By its execution below, the undersigned
represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are
true and correct in all respects as of the date hereof.


 


THIS SUPPLEMENT TO GUARANTY 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
SUPPLEMENT TO GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


THE PROVISIONS SET FORTH IN SECTION 17 OF
THE GUARANTY ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. 


 


IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR],
a [corporation] [partnership] [limited liability company] has executed and delivered this Annex I counterpart to the Guaranty as
of this [______] day of [__________], 20[___].


 


	 	[NAME OF
    NEW GUARANTOR]
	 	 
	 	 
	 	By:	                               
	 	 
	 	Its: