EXHIBIT 10.1


 





EXECUTION
VERSION


 







	Published
        Deal CUSIP: G4700LAA9

         Published
Revolver CUSIP: G4700LAB7

         Published
Term A-1 CUSIP: G4700LAC5

         Published
Term A-2 CUSIP: G4700LAD3

         

        CREDIT
        AGREEMENT

         

        dated
        as of June 25, 2018

         

        among

         

        

         

        IHS
        MARKIT LTD.,

        as Borrower,

         

        and

         

        The
        Lenders Party Hereto

         

        and

         

        BANK
        OF AMERICA, N.A.,

        as Administrative Agent,

         

        JPMORGAN
        CHASE BANK, N.A.,

        as Syndication Agent

         

        and

         

        CITIBANK,
        N.A., LONDON BRANCH

        HSBC BANK PLC,

        ROYAL BANK OF CANADA

         

        and

         

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

        

        as
        Co-Documentation Agents

        

        ___________________________

         

        MERRILL
        LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

        

        JPMORGAN
        CHASE BANK, N.A.,

        CITIGROUP GLOBAL MARKETS, INC.,

        HSBC SECURITIES (USA) INC.,

        RBC CAPITAL MARKETS

        

        and

        

        WELLS
FARGO SECURITIES, LLC,

as Joint Lead Arrangers 

         

        MERRILL
        LYNCH, PIERCE, FENNER & SMITH INCORPORATED

         and

         JPMORGAN
CHASE BANK, N.A.,

as Joint Bookrunners

         





    	 



    	 



    

TABLE OF
CONTENTS


 


Page


 


	ARTICLE I Definitions	1
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	28
	Section 1.03	Terms Generally	28
	Section 1.04	Accounting Terms; GAAP	29
	Section 1.05	Conversion of Foreign Currencies	29
	Section 1.06	Certain Calculations and Tests	30
	 	 	 
	ARTICLE II The Credits	31
	Section 2.01	Commitments	31
	Section 2.02	Loans and Borrowings	32
	Section 2.03	Requests for Borrowings	32
	Section 2.04	Swingline Loans	34
	Section 2.05	Letters of Credit	35
	Section 2.06	Funding of Borrowings	41
	Section 2.07	Interest Elections	41
	Section 2.08	Termination and Reduction of Commitments	43
	Section 2.09	Repayment of Loans; Evidence of Debt	43
	Section 2.10	Term Loan Amortization.	44
	Section 2.11	Prepayment of Loans	45
	Section 2.12	Fees	46
	Section 2.13	Interest	48
	Section 2.14	Market Disruption; Alternate Rate of Interest	49
	Section 2.15	Increased Costs	51
	Section 2.16	Break Funding Payments	52
	Section 2.17	Taxes	53
	Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-Offs	55
	Section 2.19	Mitigation Obligations; Replacement of Lenders	57
	Section 2.20	Defaulting Lenders	58
	Section 2.21	Incremental Revolving Facilities	60
	Section 2.22	Illegality	63
	Section 2.23	European Economic and Monetary Union Provisions	64
	Section 2.24	[Reserved]	65
	Section 2.25	Extension of Revolving Commitments	65
	 	 	 
	ARTICLE III
Representations and Warranties

        
	67
	Section 3.01	Organization; Powers	67
	Section 3.02	Authorization; Enforceability	67
	Section 3.03	Governmental Approvals; No Conflicts	67
	Section 3.04	Financial Condition; No Material Adverse Change	67
	Section 3.05	[Reserved]	68
	Section 3.06	Litigation	68
	Section 3.07	Compliance with Laws	68




    


    


    

	Section 3.08	Investment Company Status	68
	Section 3.09	Taxes	68
	Section 3.10	ERISA	68
	Section 3.11	Margin Securities	69
	Section 3.12	Use of Proceeds	69
	Section 3.13	OFAC and Anti-Corruption Laws	69
	Section 3.14	Patriot Act	69
	 	 	 
	ARTICLE IV Conditions	69
	Section 4.01	Effective Date	69
	Section 4.02	Each Credit Event	71
	 	 	 
	ARTICLE V Affirmative Covenants	71
	Section 5.01	Financial Statements and Other Information	71
	Section 5.02	Notice of Material Events	73
	Section 5.03	Existence; Conduct of Business	74
	Section 5.04	Payment of Taxes	74
	Section 5.05	Insurance	74
	Section 5.06	Books and Records and Inspection	74
	Section 5.07	Compliance with Laws	75
	Section 5.08	Anti-Corruption Laws and Sanctions	75
	 	 	 
	ARTICLE VI Negative Covenants	75
	Section 6.01	Subsidiary Indebtedness	75
	Section 6.02	Liens	76
	Section 6.03	Fundamental Changes	76
	Section 6.04	Anti-Corruption Laws and Sanctions	77
	 	 	 
	ARTICLE VII Financial Covenants	77
	Section 7.01	Interest Coverage Ratio	77
	Section 7.02	Leverage Ratio	77
	 	 	 
	ARTICLE VIII Events of Default	78
	Section 8.01	Events of Default; Remedies	78
	Section 8.02	Performance by the Administrative Agent	81
	Section 8.03	Limitation on Separate Suit	81
	 	 	 
	ARTICLE IX The Administrative Agent	81
	Section 9.01	Appointment and Authority	81
	Section 9.02	Rights as a Lender	81
	Section 9.03	Exculpatory Provisions	81
	Section 9.04	Reliance by the Administrative Agent	82
	Section 9.05	Delegation of Duties	83
	Section 9.06	Resignation of Administrative Agent	83
	Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	84
	Section 9.08	No Other Duties, Etc.	85
	Section 9.09	Powers and Immunities of Fronting Parties	85
	Section 9.10	Lender Affiliates Rights	85
	Section 9.11	Certain ERISA Matters	86
	 	 	 
	ARTICLE X Miscellaneous	88
	Section 10.01	Notices	88
	Section 10.02	Waivers; Amendments	89
	Section 10.03	Expenses; Indemnity; Damage Waiver	91
	Section 10.04	Successors and Assigns.	93
	Section 10.05	Survival	98
	Section 10.06	Counterparts; Integration; Effectiveness	98
	Section 10.07	Severability	99
	Section 10.08	Right of Setoff	99
	Section 10.09	Governing Law; Jurisdiction; Consent to Service of Process	99
	Section 10.10	WAIVER OF JURY TRIAL	100
	Section 10.11	Headings	101
	Section 10.12	Confidentiality	101
	Section 10.13	Maximum Interest Rate	101
	Section 10.14	No Duty	102
	Section 10.15	No Fiduciary Relationship	102
	Section 10.16	Construction	103
	Section 10.17	Independence of Covenants	103
	Section 10.18	Electronic Execution of Assignments and Certain Other Documents	103
	Section 10.19	USA PATRIOT Act	104
	Section 10.20	[Reserved]	104
	Section 10.21	Judgment Currency	104
	Section 10.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	104




    


    


    

LIST OF
SCHEDULES AND EXHIBITS


 


SCHEDULES:





	Schedule 1.01	 	Existing Letters of Credit
	Schedule 2.01	–	Commitments
	Schedule 3.06	–	Disclosed Matters
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	 	 	 
	 	 	 
	EXHIBITS:	 	 
	Exhibit A	–	Form of Assignment and Assumption
	Exhibit B	–	Form of Compliance Certificate
	Exhibit C	–	Form of Increased Commitment Supplement
	Exhibit D	–	Form of Extension Agreement
	Exhibit E	–	Form of Borrowing Request
	Exhibit F	–	Form of Interest Election Request




    


    


    

CREDIT AGREEMENT
(this “Agreement”) dated as of June 25, 2018, by and among IHS MARKIT LTD., an exempted limited company incorporated
in Bermuda (the “Borrower”), the Lenders from time to time party hereto and BANK OF AMERICA, N.A., as Administrative
Agent.


 


The parties
hereto agree as follows:


 


ARTICLE
I



Definitions


 


Section
1.01Defined 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 whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.


 


“Acquisition
Threshold” has the meaning assigned to such term in Section 7.02.


 


“Administrative
Agent” means Bank of America, in its capacity as administrative agent for the Lenders hereunder. Bank of America may,
in its discretion, arrange for one or more of its domestic or foreign branches or Affiliates to perform its obligations as the
Administrative Agent hereunder and in such event, the term “Administrative Agent” shall include any such branch
or Affiliate with respect to such obligations.


 


“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. For the avoidance of doubt, for all purposes of this
Agreement and the other Loan Documents, each EBT shall be deemed not to constitute an Affiliate of the Borrower or any Subsidiary.


 


“Agent
Parties” has the meaning assigned to such term in Section 10.01.


 


“Alternate
Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds 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 Eurodollar 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. Notwithstanding the foregoing, the Alternate Base Rate shall not be less than zero for purposes of this Agreement.


 




    


    


    

“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any
jurisdiction concerning or relating to bribery or corruption.


 


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


 


“Applicable
Rate” means for any day with respect to any ABR Loan or Fixed Rate Loan, or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Fixed
Rate Spread” or “Commitment Fee Rate”, as the case may be, based upon the Credit Rating:


 


	Level	Credit
    Rating (S&P/Moody’s/Fitch)	Fixed
    Rate Spread	ABR
    Spread 	Commitment
    Fee Rate
	I	>
    BBB+ / Baa1 / BBB+	1.00%	0.00%	0.125%
	II	BBB
    / Baa2 / BBB	1.25%	0.25%	0.15%
	III	   BBB-
    / Baa3 / BBB- 	1.375%	0.375%	0.175%
	IV	BB+
    / Ba1 / BB+   	1.50%	0.50%	0.25%
	V	 <
    BB / Ba2 / BB            	1.75%	0.75%	0.30%


 


For purposes
of the foregoing, (a) if the Borrower shall not maintain a public Credit Rating from at least two Rating Agencies, the Credit
Rating shall be deemed to be (i) Level V, if the Borrower has no public Credit Rating and (ii) one level lower than the Borrower’s
public Credit Rating, if the Borrower has one public Credit Rating, (b) if the Borrower shall maintain a public Credit Rating
from only two Rating Agencies, then the higher of such Credit Ratings shall apply, unless there is a split in Credit Ratings of
more than one ratings level, in which case the Credit Rating that is one level lower than the higher of the Borrower’s two
Credit Ratings shall apply, and (c) if the Borrower shall maintain a public Credit Rating from all three Rating Agencies, if (i)
two Credit Ratings are equivalent and the third Credit Rating is lower, the higher Credit Rating shall apply, (ii) two Credit
Ratings are equivalent and the third Credit Rating is higher, the lower Credit Rating shall apply and (iii) no Credit Ratings
are equivalent, the Credit Rating that is neither the highest nor the lowest Credit Rating shall apply; provided that if
the Credit Ratings established or deemed to have been established by any Rating Agency shall be changed (other than as a result
of a change in the rating system of such Rating Agency), such change shall be effective as of the date on which it is first announced
by the applicable Rating Agency.  Each change in the Applicable Rate 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.


 


“Approved
Fund” has the meaning assigned to such term in Section 10.04.


 




    2


    


    

“Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.04), 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 and reasonably acceptable to the Borrower.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Borrower and its subsidiaries for its 2017
fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and
its Subsidiaries and the notes thereto.


 


“Available
Currency” means Sterling, Euro, Canadian Dollars, Swiss francs, Japanese yen or any other freely available currency
requested by the Borrower and approved by the Administrative Agent and each Revolving Lender which is freely transferable and
freely convertible into Dollars and in which dealings are carried on in the European interbank market. The term “Available
Currency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are denominated in an Available Currency.


 


“Available
Currency Exposure” means, at any time, the aggregate principal Dollar Amount of all Available Currency Loans outstanding
at such time and the aggregate amount of LC Exposure that is denominated in one or more Available Currencies.


 


“Available
Currency Loan” means a Revolving Loan denominated in an Available Currency.


 


“Available
Currency Rate” means, in relation to any Interest Period and the related Available Currency Borrowing:


 


(i)       the
applicable Screen Rate (as defined below in this definition); or


 


(ii)      if
no Screen Rate is available for that Interest Period of that Borrowing, the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Administrative Agent at its request quoted by the Reference Banks (as defined below in this
definition) to leading banks in the European interbank market as of 11.00 am (Brussels time) on the applicable Quotation Day for
the offering of deposits in the applicable Available Currency and for a period comparable to that Interest Period. As used in
this definition, the term “Screen Rate” means the percentage rate per annum displayed for the applicable Available
Currency on the appropriate Bloomberg page screen as determined by the Administrative Agent; provided that for Revolving Loans
denominated in Canadian Dollars, the Screen Rate shall be the rate per annum equal to the Canadian Dealer Offered Rate, as published
on the applicable Bloomberg page screen. If the agreed page is replaced or service ceases to be available, the Administrative
Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.
As used in this definition, “Reference Banks” means the Lenders named as Syndication Agent or Co-Documentation
Agents hereunder (other than HSBC Bank plc) and any other bank or financial institution appointed as a Reference Bank by the Administrative
Agent in consultation with the Borrower that has agreed to be a Reference Bank.


 




    3


    


    

Subject to
Section 2.14, if the Available Currency Rate is to be determined by reference to the Reference Banks but a Reference Bank
does not supply a quotation as required hereby, the Available Currency Rate shall be determined on the basis of the quotations
of the remaining Reference Banks. Notwithstanding the foregoing, the Available Currency Rate shall not be less than zero for purposes
of this Agreement.


 


“Available
Currency Sublimit” means an amount equal to the aggregate Revolving Commitments. The Available Currency Sublimit is
part of, and not in addition to, the aggregate Revolving 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.


 


“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”.


 


“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.


 


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


 


“Borrower
Materials” has the meaning assigned to such term in Section 5.01.


 


“Borrower”
has the meaning assigned to such term in the preamble to this Agreement.


 


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


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 




    4


    


    

“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that when used in connection with (a) a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank
market and (b) an Available Currency Loan, the term “Business Day” shall also exclude any day on which banks
are not open for dealings in the Available Currency applicable to such Loan in the European interbank market and any day that
is not a TARGET Day.


 


“Canadian
Dollar” or “Cdn.$” means the lawful currency of Canada.


 


“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; provided that all obligations of any Person
that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Effective Date
(whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and
not as a capitalized lease) for purposes of this Agreement regardless of any change in GAAP following the Effective Date that
would otherwise require such obligation to be recharacterized as a Capital Lease Obligation.


 


“Change
in Control” means (a) the acquisition of, ownership or voting control, directly or indirectly, beneficially or of record,
on or after the Effective Date, by any Person or group (within the meaning of Rule 13d-3 of the Securities Exchange Commission
under the Securities Exchange Act of 1934, as then in effect) (other than a Person of which the Borrower is a direct or indirect
wholly owned subsidiary as long as such Person guarantees the Loan Obligations on terms reasonably satisfactory to the Administrative
Agent) of shares representing more than thirty-five percent (35%) of the aggregate ordinary Voting Power represented by the issued
and outstanding shares of the Borrower (or any Person of which the Borrower is a direct or indirect wholly owned subsidiary) or
(b) during any period of 12 consecutive months, occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) approved
or appointed by directors so nominated.


 


“Change
in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement (including any law, rule
or regulations currently under contemplation as of the date of this Agreement), (b) any change in any law, rule or regulation
or in the interpretation, application or implementation thereof by any Governmental Authority after the date of this Agreement
or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. The Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign


 




    5


    


    

regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Tranche A-1 Loans, Tranche A-2 Loans, or Swingline Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment, Term Commitment or an Extended Revolving Commitment.


 


“Co-Documentation
Agents” means Citibank, N.A., London Branch, HSBC Bank plc, Royal Bank of Canada and Wells Fargo Bank, National Association,
in their capacity as co-documentation agents, and each of their successors in such capacity.


 


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


 


“Commitment”
means a Revolving Commitment, a Term Commitment or an Incremental Revolving Commitment or any combination thereof (as the context
requires).


 


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


 


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


 


“Consolidated”
means the resultant consolidation of the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the most recent consolidated financial statements
referred to in Section 3.04 hereof.


 


“Consolidated
Depreciation and Amortization Charges” means, for any period, the aggregate of all depreciation and amortization charges
including but not limited to those relating to fixed assets, leasehold improvements and general intangibles (specifically including
goodwill) of the Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.


 


“Consolidated
EBITDA” means, for any Test Period, as determined on a Consolidated basis and in accordance with GAAP, Consolidated
Net Earnings for such Test Period:


 


(a)       plus
the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) Consolidated Interest Expense,
(ii) Consolidated Income Tax Expense, (iii) Consolidated Depreciation and Amortization Charges, (iv) non-cash charges or expenses
in connection with options, restricted stock, restricted stock units or other equity level awards under any Borrower incentive
plan, (v) cash non-recurring (A) fees, costs and expenses incurred in connection with the Transactions and (B) other charges,
including acquisition or restructuring charges or expenses related to employee severance or facilities consolidation and acquisition
related transactions expenses provided that for any Test Period, the aggregate amount added back under this clause (v)(B)
shall not exceed 10% of the Consolidated EBITDA for such period, (vi) any non-cash modifications to pension and post-retirement
employee benefit plans, settlement


 




    6


    


    

costs incurred
to annuitize retirees or facilitate lump-sum buyout offers under pension and post-retirement employee benefit plans or mark-to-market
adjustments under pension and post-retirement employee benefit plans provided that for any Test Period, the aggregate amount
added back under this clause (vi) shall not comprise more than 5% of the Consolidated EBITDA for such period, (vii) non-cash adjustments
resulting from the application of FASB ASC Update No. 2014-09 (Revenue from Contracts with Customers (Topic 606)) effective January
1, 2018, (viii) other non-cash losses or charges, (ix) losses, charges, expenses, costs, accruals or reserves of any kind associated
with any litigation (including any legal fees and expenses) and/or payment of actual or prospective legal settlements, fines,
judgments or orders and (x) the amount of any losses, charges, expenses, costs, accruals or reserves of any kind associated with
any subsidiary of the Borrower attributable to non-controlling interests or minority interests of third parties,


 


(b)       minus
the aggregate amounts included in determining such Consolidated Net Earnings in respect of (i) extraordinary or unusual one-time
gains, (ii) income tax benefits (to the extent not netted from income tax expense), excluding any tax benefits in respect of fiscal
quarters ending on or prior to February 28, 2018 and (iii) any cash payments made during such period in respect of items described
in clause (a)(viii) above subsequent to the fiscal quarter in which the relevant non-cash losses or charges were incurred, and


 


(c)       excluding
the cumulative effect of a change in accounting principles during such period;


 


provided that, for purposes
of calculating the Leverage Ratio and any Pro Forma calculation, Consolidated EBITDA shall include the consolidated earnings before
interest, taxes, depreciation and amortization of any Target who was acquired or whose assets were acquired during such period
as calculated for the period prior to the acquisition on a basis which is calculated on a good faith basis by a financial or accounting
officer of the Borrower or is otherwise in compliance with the requirements of Article 11 of Regulation S-X of the Securities
and Exchange Commission and to:


 


(x)       add
back thereto the sum of the following: (A) non-cash charges or expenses in connection with options, restricted stock, restricted
stock units or other equity level awards under any employee incentive plan; (B) cash non-recurring charges, including acquisition
or restructuring charges or expenses related to employee severance or facilities consolidation and acquisition related transactions
expenses provided that for any Test Period, the aggregate amount added back under this clause (B) shall not comprise more
than 10% of the total consolidated earnings before interest, taxes, depreciation and amortization of the Target for such period,
(C) other non-cash losses or charges, and (D) any taxes related to the foregoing; and


 


(y)       subtract
therefrom (A) extraordinary or unusual one-time gains and (B) any cash payments made during such period in respect of clause (x)(C)
above subsequent to the fiscal quarter in which the relevant non-cash losses or charges were incurred.


 


“Consolidated
Funded Indebtedness” means, at any date, the total Indebtedness of the Borrower, as determined on a Consolidated basis
and in accordance with GAAP, consisting of debt for borrowed money, reimbursement obligations in respect of drawn, unreimbursed
letters of credit or bankers’ acceptances, Capital Lease Obligations and purchase money debt; provided


 




    7


    


    

that “Consolidated
Funded Indebtedness” shall be (a) adjusted to reflect the effect (in the good faith determination of the Borrower) of any
Debt FX Hedge relating to any such Indebtedness, calculated on a mark-to-market basis and (b) calculated to exclude any obligation,
liability or indebtedness of such Person if, upon or prior to the maturity thereof, such Person has irrevocably deposited with
the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction
of such obligation, liability or indebtedness.


 


“Consolidated
Income Tax Expense” means, for any period, all provisions for taxes paid or payable based on the gross or net income
of the Borrower (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto),
and all franchise taxes of the Borrower, as determined on a Consolidated basis and in accordance with GAAP.


 


“Consolidated
Interest Expense” means, for any period, the interest expense of the Borrower for such period, as determined on a Consolidated
basis and in accordance with GAAP.


 


“Consolidated
Net Earnings” means, for any period, the net income (loss) of the Borrower for such period, as determined on a Consolidated
basis and in accordance with GAAP excluding therefrom however, to the extent otherwise included therein: (a) the income (or loss)
of any Person (other than a Subsidiary) in which the Borrower or a Subsidiary has an ownership interest to the extent recorded
separately on the financial statements of the Borrower as income from equity investments; provided, however, that
Consolidated Net Earnings shall include amounts in respect of such income when actually received in cash by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (b) the income of any Subsidiary to the extent the payment of
such income in the form of a distribution or repayment of any Indebtedness to the Borrower or a Subsidiary is not permitted on
account of any restriction in by-laws, articles of incorporation or similar governing document or any agreement applicable to
such Subsidiary.


 


“Consolidated
Total Assets” means, at any time, the total assets appearing on the most recently prepared consolidated balance sheet
of the Borrower and its Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Subsidiaries for
which such balance sheet is available, prepared in accordance with GAAP.


 


“Contract
Rate” has the meaning assigned to such term in Section 10.13(a).


 


“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.


 


“Credit
Rating” means the public rating that has been most recently announced by a Rating Agency with respect to the corporate
family rating or corporate rating of the Borrower.


 


“Debt
FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency-related risks in respect of any
Indebtedness of the type described in the definition of “Consolidated Funded Indebtedness”.


 




    8


    


    

“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, subject to the last paragraph of Section 2.20, any Person (other than the Borrower or any of its
Subsidiaries) that has (a) defaulted on (or is otherwise unable to perform) its funding obligations under this Agreement, including
without limitation, to (i) make all or any portion of its Loans within two Business Days of the date such Loans were required
to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to
the Administrative Agent, an Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it
hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the
date when due, (b) notified the Borrower, the Administrative Agent, an Issuing Bank or the Swingline Lender in writing that it
does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing
or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based
on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable
default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three
Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent
and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent
and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the
subject of a Bail-in Action; provided that a Person shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in that Person or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such 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 Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by
the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and 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 2.20) as of the date established therefor by the Administrative
Agent in a written notice of such


 




    9


    


    

determination,
which shall be delivered by the Administrative Agent to the Borrower, the Issuing Banks, the Swingline Lender and each other Lender
promptly following such determination.


 


“Disclosed
Matters” means all the matters disclosed on Schedule 3.06.


 


“Disqualified
Institution” means any Person identified in writing to the Administrative Agent from time to time that is or becomes
a competitor of the Borrower or any of its Subsidiaries, including Affiliates thereof that are clearly identifiable as such solely
by their names.


 


“Disqualified
Stock” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable, or upon the happening of any event or condition (a) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole
or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case prior to the date that is
91 days after the stated maturity date for the latest maturing Loans outstanding on the date of issuance of such Equity Interest.


 


“Dollar
Amount” means, as of any date of determination, (a) in the case of any amount denominated in Dollars, such amount, and
(b) in the case of any amount denominated in another currency, the amount of Dollars which is equivalent to such amount of other
currency as of such date, determined by using the Spot Rate on the date two (2) Business Days prior to such date or on such other
date as may be requested by the Borrower and approved by the Administrative Agent.


 


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


 


“EBT”
means, collectively, the Markit Group Holdings Limited Employee Benefit Trust, together with any successor thereto and any replacement
or additional employee benefit trust (or similar vehicle) maintained by the Borrower or its Subsidiaries, together, in each case,
with any subsidiary thereof.


 


“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.


 




    10


    


    

“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 10.02).


 


“Election
Date” means, with respect to any fiscal quarter, the date that is the deadline for the Borrower’s delivery of
the financial statements pursuant to Section 5.01(a) or (b), as applicable, and the corresponding Compliance Certificate
required by Section 5.01.


 


“Elevated
Leverage Period” means, with respect to any Trigger Quarter, the period beginning with the first day of such Trigger
Quarter and continuing until and ending on the last day of the fiscal quarter of the Borrower (a) identified by the Borrower as
the end of the period for which the Maximum Leverage Ratio is increased to 4.00 to 1.00 and (b) for which the actual Leverage
Ratio is less than or equal to 3.75 to 1.00; provided, that, in no event shall any Elevated Leverage Period last longer
than four consecutive fiscal quarters (including the related Trigger Quarter).


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, directives, policies, guidelines, permits, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating
in any way to the environment, the management, or release or threatened release into the environment, of any hazardous or toxic
substances or wastes or, to the extent relating to exposure to hazardous or toxic substances or wastes, 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 Borrower or any Subsidiary 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 the capital stock, partnership interests, membership interest in a limited liability company
or unlimited liability company, beneficial interests in a trust or other equity interests or any warrants, options or other rights
to acquire such interests.


 


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


 


“ERISA
Affiliate” means any entity, whether or not incorporated, that is under common control of the Borrower within the meaning
of Section 4001(a)(14) of ERISA or any trade or business (whether or not incorporated) that, together with the Borrower, 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(m) or (o) 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 failure of the Borrower
or any ERISA Affiliate to make by


 




    11


    


    

its due date
a required installment under Section 430(j) of the Code with respect to any Plan or any failure of by any Plan to satisfy the
minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether
or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA; (c) the filing pursuant to Section 412
of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d)
the incurrence by the Borrower 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 Borrower 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 Borrower
or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, (1) concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in “endangered”
or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA or (2) that the PBGC has
issued a partition order under Section 4233 of ERISA with respect to the Multiemployer Plan; or (h) any Plan is determined, or
expected to be determined, to be in “at risk” status within the meaning of Section 430 of the Code or Section 303
of ERISA).


 


“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.1


 


“euro”
or “Euro” means the single currency of the Participating Member States.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Eurodollar Rate but not including any Loan or Borrowing bearing interest at
a rate determined by reference to clause (c) of the definition of the term “Alternate Base Rate”.


 


“Eurodollar
Rate” means (a) for any Interest Period with respect to a Eurodollar Loan, the rate per annum (and solely with respect
to Tranche A-2 Loans that are Eurodollar Loans, rounded upwards, if necessary, to the next 1/16th of 1.0%) equal to
the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the
Administrative Agent and 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 Dollar deposits (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period; and


 


(b)       for
any interest 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 Business Days prior to such date for Dollar deposits with a term of one month commencing that day;


 


____________________

1 The EU Bail-In Legislation Schedule may be found at http://www.lma.eu.com/uploads/files/EU%20BAIL-IN%20LEGISLATION%20SCHEDULE%20131334-2-14%20v3%200.pdf


 




    12


    


    

provided
that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent. Notwithstanding the foregoing, the Eurodollar Rate shall not be less than zero
for purposes of this Agreement.


 


“Event
of Default” has the meaning assigned to such term in Section 8.01.


 


“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 Borrower under any Loan Document, (a) Taxes imposed on (or measured by) its
net income (however denominated), franchise Taxes and branch profits Taxes in each case imposed as a result of such recipient
being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office
located in, the jurisdiction imposing such Tax (or any political subdivision thereof), (b) Other Connection Taxes, (c) in the
case of a Lender, any withholding tax that is imposed by any jurisdiction in which the Borrower is resident for tax purposes on
amounts payable to such Lender at the time such Lender becomes a party to this Agreement (other than an assignee pursuant to a
request by the Borrower under Section 2.19(b)) or designates a new lending office, except to the extent that such Lender
(or its assignor, if any) was entitled, immediately before the designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.17(a), (d) Taxes attributable
to a Lender’s or the Issuing Bank’s failure to comply with Section 2.17(e) or Section 2.17(g) and (e)
any withholding Taxes imposed under FATCA.


 


“Existing
Credit Agreement” means the Credit Agreement dated as of July 12, 2016, among the Borrower, Markit Group Holdings Limited,
IHS Global Inc, IHS Global S.A., the lenders party thereto and Bank of America, N.A. as administrative agent, as amended, supplemented
or otherwise modified prior to the date hereof.


 


“Existing
Letters of Credit” means the letters of credit issued under the Existing Credit Agreement which are outstanding on the
Effective Date and set forth on Schedule 1.01.


 


“Extended
Revolving Commitment” has the meaning assigned to such term in Section 2.25.


 


“Extending
Lender” has the meaning assigned to such term in Section 2.25.


 


“Extension
Agreement” has the meaning assigned to such term in Section 2.25.


 


“Extension
Date” has the meaning assigned to such term in Section 2.25.


 


“Extension
Request” has the meaning assigned to such term in Section 2.25.


 


“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


 




    13


    


    

interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, guidance
notes, practices or official agreement implementing an official government agreement with respect to the foregoing.


 


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


 


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


 


“Fitch”
means Fitch Ratings Inc. (or any successor thereto).


 


“Fixed
Rates” means the Available Currency Rate and the Eurodollar Rate. The term “Fixed Rate”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to a Fixed Rate.


 


“Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction other than the jurisdiction in which the
Borrower is located. For purposes of this definition, the United States of America, any State thereof or the District of Columbia
shall be deemed to be one jurisdiction and Canada and any province or territory thereof shall be deemed to be one jurisdiction.


 


“Fronting
Parties” means the Swingline Lender and the Issuing Bank.


 


“Fully
Satisfied” or “Full Satisfaction” means, as of any date, that on or before such date, (i) the principal
of and interest accrued to such date on the Loan Obligations shall have been paid in full in cash, (ii) all fees, expenses and
other amounts which constitute Loan Obligations shall have been paid in full in cash; (iii) the Commitments shall have expired
or irrevocably been terminated; and (iv) the contingent LC Exposure shall have been secured by: (A) the grant of a first priority,
perfected Lien on cash or cash equivalents in an amount at least equal to 100% of the amount of such LC Exposure or other collateral
which is acceptable to the applicable Issuing Bank, in its sole discretion or (B) the issuance of a “back-to-back”
letter of credit in form and substance acceptable to the applicable Issuing Bank with an original face amount at least equal to
100% of the amount of such LC Exposure and issued by an issuing bank satisfactory to the applicable Issuing Bank in its sole discretion.


 


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


 




    14


    


    

“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state, provincial, territorial 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 and any group or body charged with setting financial accounting or regulatory capital rules or standards (including
without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing).


 


“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 (including any obligations under an operating
lease) 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 (including any obligations under an operating lease) 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.


 


“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
and radon gas, in each case, that are regulated or can give rise to liability pursuant to any Environmental Law.


 


“Hedge
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, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries
shall be a Hedge Agreement.


 


“Immaterial
Subsidiary” means, as of any date of determination, each Subsidiary that has revenue of less than 10% of the Borrower’s
consolidated revenue determined as of the last day of the most recently ended Test Period.


 


“Increased
Commitment Supplement” means a supplement to this Agreement substantially in the form of Exhibit C hereto executed
pursuant to the terms of Section 2.21.


 




    15


    


    

“Incremental
Revolving Commitment” has the meaning assigned to such term in Section 2.21(a).


 


“Incremental
Revolving Facility” has the meaning assigned to such term in Section 2.21(a).


 


“Incremental
Revolving Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing
any portion of such Incremental Revolving Facility.


 


“Incremental
Revolving Loans” has the meaning assigned to such term in Section 2.21(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to advances of
any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations
of such Person under conditional sale or other title retention agreements relating to property acquired by such Person; (d) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) trade accounts payable
incurred in the ordinary course of business and (ii) any earn out obligation or purchase price adjustment until such obligation
(A) becomes a liability on the balance sheet (excluding footnotes thereto) in accordance with GAAP and (B) has not been paid within
thirty (30) days after becoming due and payable); (e) all Indebtedness of others secured by any Lien on property owned or acquired
by such Person, whether or not the Indebtedness secured thereby has been assumed; (f) all Guarantees by such Person of items described
in clauses (a)-(e) and (g)-(k) of this definition; (g) all Capital Lease Obligations of such Person; (h) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit (and other similar documentary credits) and in
respect of bankers’ acceptances; (j) all obligations of such Person in respect of mandatory redemption or mandatory dividend
rights on Disqualified Stock of such Person but excluding (i) such obligations to the extent such redemption or dividends are
payable solely in additional Equity Interests, (ii) obligations in respect of Equity Interests issued to any plan for the benefit
of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers,
employees, members of management, managers or consultants, in each case in the ordinary course of business, and (iii) repurchase
obligations pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award
agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to
time in respect of Equity Interests held by any future, present or former employee, director, officer, manager, member of management
or consultant (or their respective Affiliates or immediate family members), and (k) all obligations of such Person under any Hedge
Agreement. 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. The amount of the obligations of the Borrower or any Subsidiary in respect of any Hedge Agreement shall, at any
time of determination and for all purposes under this Agreement, be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if such Hedge


 




    16


    


    

Agreement were
terminated at such time giving effect to current market conditions notwithstanding any contrary treatment in accordance with GAAP.


 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 10.03(b).


 


“Information”
has the meaning assigned to such term in Section 10.12.


 


“Interest
Coverage Ratio” means, as determined for the most recently completed four fiscal quarters of the Borrower, on a Consolidated
basis and in accordance with GAAP, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each February, May,
August and November, (b) with respect to any Fixed Rate 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 Fixed Rate Loan 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 (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.


 


“Interest
Period” means with respect to any Fixed Rate 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, or, if agreed by
all applicable Lenders, twelve months thereafter, as the Borrower may elect, 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 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) at the election of the Borrower, with respect to any Fixed Rate
Borrowing to be made on the Effective Date, “Interest Period” means the period specified in the Borrowing Request
for such Fixed Rate Borrowing. 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).


 


“Issuing
Bank” means Bank of America, JPMorgan and each other Person that shall have become an Issuing Bank hereunder as provided
in Section 2.05(j), in each case in its capacity as


 




    17


    


    

an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(j). Each Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank (provided
that the identity and creditworthiness of the Affiliate is reasonably acceptable to the Borrower), in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein
to the “Issuing Bank” shall be deemed to be a reference to the relevant Issuing Bank.


 


“ITA”
means the UK Income Tax Act 2007.


 


“Joint
Bookrunners” means, individually or collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan
in their capacity as joint bookrunners, and each of their successors in such capacity.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A. and its successors.


 


“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 Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total
LC Exposure at such time.


 


“LC
Sublimit” has the meaning assigned to such term in Section 2.05(b).


 


“Lead
Arrangers” means, individually or collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan, Citigroup
Global Markets, Inc., HSBC Securities (USA) Inc., RBC Capital Markets and Wells Fargo Securities, LLC, in their capacity as lead
arrangers, and each of their successors in such capacity.


 


“Lender
Parties” means the Administrative Agent and each Lender.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Increased
Commitment Supplement or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to
an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender. A Lender may, in its discretion, arrange for one or more Loans to be made by one or more of its domestic or
foreign branches or Affiliates, in which case the term “Lender” shall include any such branch or Affiliate with respect
to Loans made by such Person.


 


“Letter
of Credit” means any letter of credit issued pursuant to this Agreement, including the Existing Letters of Credit.


 




    18


    


    

“Leverage
Ratio” means, on any date, the ratio of Consolidated Funded Indebtedness as of such date to Consolidated EBITDA for
the four (4) fiscal quarters then ended or then most recently ended.


 


“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 and (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, but excluding, for the avoidance of doubt, such interests under operating leases.


 


“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 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 administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption
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 in consultation with the Borrower).


 


“Loan
Documents” means this Agreement, the notes executed pursuant to Section 2.09 (if any) and any other document
or instrument described by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement
or any other Loan Document to any Loan Document shall include all appendices, exhibits or schedules thereto.


 


“Loan
Obligations” means all obligations, indebtedness, and liabilities of the Borrower to the Administrative Agent and the
Lenders arising pursuant to any of the Loan Documents, whether now existing or hereafter arising, whether direct, indirect, related,
unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the
obligation of the Borrower to repay the Loans, the LC Disbursements, interest on the Loans and LC Disbursements, and all fees,
costs, and expenses (including reasonable and documented attorneys’ fees and expenses) provided for in the Loan Documents.


 


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


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the
Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of the Loan Documents, taken as a whole or
(c) the rights of or


 




    19


    


    

remedies available
to the Administrative Agent or the Lenders under the Loan Documents, taken as a whole.


 


“Material
Indebtedness” means Indebtedness for borrowed money (other than the Loans and Letters of Credit) of the Borrower and
its Subsidiaries in an aggregate principal amount exceeding $150,000,000.


 


“Material
Subsidiary” means any Subsidiary that is not an Immaterial Subsidiary.


 


“Maximum
Rate” has the meaning assigned to such term in Section 10.13(a).


 


“MGHL”
means Markit Group Holdings Limited, a company incorporated under the laws of England and Wales.


 


“Moody’s”
means Moody’s Investors Service, Inc. (or any successor thereto).


 


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


 


“New
Lender” has the meaning assigned to such term in Section 2.21(c).


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 10.02(c).


 


“Non-Extending
Lender” has the meaning assigned to such term in Section 2.25.


 


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


 


“Other
Connection Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient,
Taxes imposed as a result of a present or former connection between the Administrative Agent, any Lender, the Issuing Bank or
any other recipient and the jurisdiction imposing such Tax (other than connections arising from the Administrative Agent, any
Lender, the Issuing Bank or any other 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 or documentary Taxes or any other transfer or registration Taxes, charges
or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document, except, for the avoidance of doubt, such taxes which arise in connection with any
transfer or assignment of any Lender’s rights and obligations under any Loan Document (other than a transfer or assignment
pursuant to Section 2.19(b)).


 


“Participant”
has the meaning assigned to such term in Section 10.04.


 


“Participant
Register” has the meaning assigned to such term in Section 10.04.


 




    20


    


    

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


 


“Patriot
Act” has the meaning assigned to such term in Section 10.20.


 


“Payment
or Bankruptcy Event of Default” means an Event of Default pursuant to clause (a), (b), (h), (i) or (j) of Section
8.01 (limited in the case of such clause (h), (i) or (j) to the Borrower).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of ERISA and any successor entity performing
similar functions.


 


“Permitted
Encumbrances” means:


 


(a)       Liens
imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’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 30 days 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 Section 8.01;


 


(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 Borrower or any Subsidiary;


 


(g)       Liens
arising in respect of leases permitted by this Agreement;


 


(h)       leases
or subleases entered into by the Borrower or a Subsidiary in good faith with respect to its property not used in its business
and which do not materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary;


 


(i)       statutory
and common law landlords’ liens under leases to which the Borrower or one of its Subsidiaries is a party;


 




    21


    


    

(j)       customary
Liens (including the right of set-off) in favor of banking institutions encumbering deposits held by such banking institutions
incurred in the ordinary course of business;


 


(k)       any
payment or close out netting or set off arrangement pursuant to any Hedge Agreement permitted hereunder; and


 


(l)       Liens
in connection with the sale or transfer of any assets in a transaction permitted hereunder, customary rights and restrictions
contained in agreements relating to such sale or transfer pending the completion thereof;


 


provided that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness of the type described in clauses (a) or
(b) of the definition thereof.


 


“Person”
means any natural person, corporation, limited liability company, unlimited 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 Borrower 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 or with respect to which the Borrower or any of their ERISA Affiliates has any liability.


 


“Platform”
has the meaning assigned to such term in Section 5.01.


 


“Principal
Repayment Date” has the meaning set forth in Section 2.10(a).


 


“Pro
Forma” means, in reference to any financial calculation hereunder and the proposed transaction requiring such calculation,
that such calculation for the applicable period is made: (a) assuming the consummation of the transaction in question, (b) assuming
that the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period, (c) to
the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire
period of calculation, and (d) including in Consolidated EBITDA as provided in the definition thereof, the consolidated earnings
before interest, taxes, depreciation and amortization of the Target for the period prior to the acquisition calculated in a manner
consistent with the definition of Consolidated EBITDA herein and on a basis which is calculated on a good faith basis by a financial
or accounting officer of the Borrower (or otherwise in compliance with the requirements of Article 11 of Regulation S-X of the
Securities and Exchange Commission) and the adjustments including, for the avoidance of doubt, provided in clauses (x) and (y)
of the proviso to the definition of Consolidated EBITDA.


 


“Proposed
Change” has the meaning assigned to such term in Section 10.02(c).


 


“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.


 




    22


    


    

“Public
Lender” has the meaning assigned to such term in Section 5.01.


 


“Quotation
Day” means, in relation to any period for which an interest rate is to be determined:


 


(a)       with
respect to a Loan denominated in Sterling, the first day of that period;


 


(b)       with
respect to a Loan denominated in Euro, two TARGET Days before the first day of that period; and


 


(c)       with
respect to a Loan denominated in another Available Currency, two (2) Business Days prior to the commencement of such Interest
Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined
by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the
Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent).


 


“Rating
Agency” means each of S&P, Moody’s and Fitch.


 


“Refinancing”
means the repayment in full or deemed repayment in full, as the case may be, of all unpaid principal and accrued interest and
fees under the Existing Credit Agreement, the termination of all commitments thereunder, the rolling of any Existing Letters of
Credit into this Agreement and the payment of all breakage costs (if any) arising under the Existing Credit Agreement as a result
of the termination of the applicable agreement on a date other than the last day of an interest period thereunder.


 


“Register”
has the meaning assigned to such term in Section 10.04.


 


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


 


“Removal
Effective Date” has the meaning assigned to such term in Section 9.06(b).


 


“Required
Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans and unused Revolving Commitments representing
greater than 50% of the sum of the total Revolving Exposures, outstanding Term Loans and unused Revolving Commitments at such
time.


 


“Resignation
Effective Date” has the meaning assigned to such term in Section 9.06(a).


 


“Responsible
Officer” means the chief executive officer, president, executive vice president, senior vice president, vice president,
chief financial officer, treasurer, assistant treasurer or controller of the Borrower, the secretary or any assistant secretary
of the Borrower and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the
Borrower so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee
of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered


 




    23


    


    

hereunder that
is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have
acted on behalf of the Borrower.


 


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


 


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to
acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08, (b) increased or established from time to time pursuant to an Increased Commitment Supplement, and (c) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount
of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Revolving Commitment or in the Increased Commitment Supplement pursuant to which such
Lender shall have become a Lender, as applicable. As of the Effective Date, the aggregate amount of the Lenders’ Revolving
Commitments is $2,000,000,000.


 


“Revolving
Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal Dollar Amount of such
Lender’s Revolving Loans and the sum of the following calculated, without duplication, its LC Exposure and Swingline Exposure
at such time.


 


“Revolving
Facility” means the Revolving Commitments and the Revolving Loans made thereunder.


 


“Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender
with Revolving Exposure.


 


“Revolving
Loan” means each Loan made pursuant to clause (b) of Section 2.01 and any Incremental Revolving Loan.


 


“Revolving
Maturity Date” means (a) June 23, 2023 and (b) with respect to Extended Revolving Commitments, the final maturity date
therefor as specified in the applicable Extension Agreement.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. (or any successor thereto).


 


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


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of specially designated Persons maintained
by OFAC, the U.S. Department of State, United


 




    24


    


    

Nations
Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any Person that has a place of
business, or is organized or resident, in a jurisdiction that is the subject of any comprehensive territorial Sanctions, (c) any
Governmental Authority of any Sanctioned Country or (d) any Person owned or controlled by any such Person.


 


“Sanction(s)”
means economic or financial sanctions or trade embargoes enacted, imposed, administered or enforced from time to time by (a) OFAC
or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury
of the United Kingdom.


 


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


 


“Specified
LC Sublimit” means, with respect to any Issuing Bank, such Issuing Bank’s pro rata share of the LC Sublimit (as
determined on the Effective Date based on the pro rata share of such Issuing Bank (or its lending affiliate) of the aggregate
Revolving Commitments held by all Issuing Banks (or their lending affiliates) on the Effective Date) or such other amount as specified
in the agreement pursuant to which such person becomes an Issuing Bank hereunder or, in each case, such larger amount not to exceed
the LC Sublimit as the Administrative Agent and the applicable Issuing Bank may agree.


 


“Spot
Rate” means, with respect to any day, the rate determined on such date on the basis of the offered exchange rates, as
reflected in the foreign currency exchange rate display of the Bloomberg screen page (or on any successor or substitute page,
or any successor to or substitute for Bloomberg, providing exchange rate quotations comparable to those currently provided by
the Bloomberg on such page, as determined by the Administrative Agent from time to time) at or about 11:00 A.M. (New York City
time), to purchase Dollars with the other applicable currency, provided that, if at least two such offered rates appear
on such display, the rate shall be the arithmetic mean of such offered rates and, if no such offered rates are so displayed, the
Spot Rate shall be determined by the Administrative Agent on the basis of the arithmetic mean of such offered rates as determined
by the Administrative Agent in accordance with its normal practice.


 


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


 


“subsidiary”
means with respect to any Person, any corporation, association, partnership, limited liability company or other business entity
of which more than 50% of the Voting Power is at the time owned or held, directly or indirectly, by such Person, such Person and
one or more subsidiaries of such Person or one or more subsidiaries of such Person. Notwithstanding the foregoing, it is understood
and agreed that (i) each EBT shall be deemed not to constitute a subsidiary of the Borrower for all purposes of the Loan Documents,
except for purposes of financial reporting on a Consolidated basis to the extent required by GAAP and (ii) if the financial results
of any entity that is non-wholly owned by the Borrower are not required to be consolidated with the Borrower pursuant to GAAP,
such non-wholly owned entity (and any direct or indirect subsidiary thereof) shall be deemed not to constitute a subsidiary of
the Borrower for all purposes of the Loan Documents, including for purposes of financial reporting on a Consolidated basis.


 




    25


    


    

“Subsidiary”
means any subsidiary of the Borrower.


 


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


 


“Swingline
Lender” means Bank of America, N.A., in its capacity as lender of Swingline Loans hereunder. “Swingline Loan”
means a Loan made pursuant to Section 2.04.


 


“Syndication
Agents” means JPMorgan, in its capacity as Syndication Agent, and its successors in such capacity.


 


“Target”
means a Person who is to be acquired or whose assets are to be acquired in a transaction permitted hereby.


 


“TARGET
2” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single
shared platform and which was launched on 19 November 2007.


 


“TARGET
Day” means any day on which TARGET 2 is open for the settlement of payments in euro.


 


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


 


“Term
Commitment” means, with respect to each Lender, such Lender’s Tranche A-1 Commitment or Tranche A-2 Commitment.


 


“Term
Lender” means, at any time, a Lender with a Term Commitment or an outstanding Term Loan.


 


“Term
Loan” means, collectively the Tranche A-1 Loans and the Tranche A-2 Loans.


 


“Term
Maturity Date” means July 12, 2021.


 


“Testing
Election” has the meaning assigned to such term in Section 1.06(b).


 


“Test
Period” means, as of any date, the period of four consecutive fiscal quarters then most recently ended for which financial
statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have
been delivered); it being understood and agreed that prior to the first delivery (or required delivery) of financial statements
pursuant to Section 5.01(a), “Test Period” means the period of four consecutive fiscal quarters most recently
ended for which financial statements of the Borrower are available.


 


“Tranche
A-1 Commitment” means, with respect to each Tranche A-1 Lender, the commitment of such Lender to make a Loan hereunder
on the Effective Date, expressed as an amount representing the maximum principal amount of the Loan to be made by such Lender


 




    26


    


    

hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each
Lender’s Tranche A-1 Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Tranche A-1 Commitment, as applicable. The initial aggregate amount of the Lenders’
Tranche A-1 Commitments on the Effective Date is $598,600,000.


 


“Tranche
A-1 Loan” means the loans or advances made by the Tranche A-1 Lenders to the Borrower pursuant to this Agreement on
the Effective Date.


 


“Tranche
A-1 Lender” means, at any time, a Lender with a Tranche A-1 Commitment or an outstanding Tranche A-1 Loan at such time.


 


“Tranche
A-2 Commitment” means, with respect to each Tranche A-2 Lender, the commitment of such Tranche A-2 Lender to make a
Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Tranche A-2 Loan
to be made by such Tranche A-2 Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to such Tranche A-2 Lender pursuant to Section 10.04.
The initial amount of each Tranche A-2 Lender’s Tranche A-2 Commitment is set forth on Schedule 2.01, or in
the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche A-2 Commitment, as applicable. The
initial aggregate amount of the Tranche A-2 Lenders’ Tranche A-2 Commitments on the Effective Date is $501,875,000.


 


“Tranche
A-2 Lender” means, at any time, a Lender with a Tranche A-2 Commitment or an outstanding Tranche A-2 Loan.


 


“Tranche
A-2 Loan” means the loans or advances made by the Tranche A-2 Lenders to the Borrower pursuant to this Agreement on
the Effective Date.


 


“Transactions”
means the execution, delivery and performance by the Borrower of the Loan Documents to which it is to be a party, the borrowing
of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder, the Refinancing and the payment of related
fees and expenses.


 


“Trigger
Quarter” means a fiscal quarter that the Borrower has designated in writing as such and for which the Borrower has notified
the Administrative Agent that an Acquisition Threshold has been achieved; provided that with respect to any acquisition
or similar investment, a Trigger Quarter shall be deemed to have been elected for the fiscal quarter during which such acquisition
or similar investment was closed if the Borrower shall have assumed that an Elevated Leverage Period existed when calculating
Pro Forma compliance.


 


“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 Fixed Rate or the Alternate Base Rate.


 




    27


    


    

“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which
are required to be applied in connection with the issue of perfection of security interests.


 


“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).


 


“UK
Qualifying Lender” means a Lender which is beneficially entitled to interest and fees payable to it in respect of a
Borrowing or a Letter of Credit issued to the Borrower pursuant to this Agreement (a “UK Loan”) and is (a)
a bank (as defined for the purposes of s.879 ITA) making a UK Loan and which is subject to United Kingdom corporation tax in respect
of interest payments made in respect of the UK Loan; or (b) a Lender in respect of a UK Loan made by a Person that was a bank
(as defined for the purposes of s.879 ITA) at the time that that UK Loan was made and which is subject to United Kingdom corporation
tax in respect of interest payments made in respect of the UK Loan; or (c) a UK Treaty Lender; or (d) a company resident in the
United Kingdom, or a partnership each member of which is a company resident in the United Kingdom for United Kingdom tax purposes;
or (e) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment
and which brings into account interest and fees payable to it in respect of the UK Loan in computing its chargeable profits for
the purposes of Section 19 CTA.


 


“UK
Treaty Lender” means a Lender: (a) that is resident in a jurisdiction with which the United Kingdom has a double taxation
agreement which makes provision for full exemption from United Kingdom taxation imposed on interest and fees (a “Treaty”);
(b) which does not carry on business in the United Kingdom through a permanent establishment with which a payment of interest
or fees under a Borrowing or a Letter of Credit issued to the Borrower is effectively connected; and (c) which meets all other
conditions (including the completion of any necessary procedural formalities) in the Treaty for full exemption from tax imposed
by the United Kingdom on interest and fees payable to that Lender in respect of an advance under a Loan Document.


 


“Voting
Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital
stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar
governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares
of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or similar governing body of such Person.


 


“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.


 


“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


 




    28


    


    

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
1.02Classification 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 “Eurodollar Loan”)
or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).


 


Section
1.03Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have
the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference
to any agreement, instrument, legislation or other document herein shall be construed as referring to such agreement, instrument,
legislation or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or other modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation
herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time
to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


Section
1.04Accounting Terms; GAAP. 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 Borrower notifies the Administrative Agent that it requests an amendment to any provision hereof to preserve
the original intent thereof and 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 Borrower 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. The Borrower shall not be required to pay to any Lender Party any fees in connection with any amendment,
the sole purposes of which is to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof, other than fees and expenses contemplated by Section 10.03(a).


 


Section
1.05Conversion of Foreign Currencies.


 




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(a)       Exchange
Rates Generally. Notwithstanding anything to the contrary in clause (b) below, for purposes of any determination under Article V,
Article VI or Article VIII with respect to the amount of any Indebtedness, Lien or other transaction, event or circumstance, or
any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”),
in a currency other than Dollars, (i) the equivalent amount in Dollars of a specified transaction in a currency other than
Dollars shall be calculated based on the Spot Rate on the date of such specified transaction; provided, that if any Indebtedness
is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency
other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness
(and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness
being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums)
thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in
connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts
permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall
be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified
transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared
as set forth in clause (i). For purposes of Article VII and the calculation of compliance with any financial ratio for purposes
of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall
be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant
to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04),
as applicable, for the relevant Test Period; provided that the amount of any Indebtedness that is subject to a Debt FX
Hedge shall be adjusted to reflect the effect (in the good faith determination of the Borrower) of any Debt FX Hedge relating
to any such Indebtedness, calculated on a mark-to-market basis. Notwithstanding the foregoing or anything to the contrary herein,
to the extent that the Borrower would not be in compliance with any provision of Article VII if any Indebtedness denominated in
a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in
preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period,
but would be in compliance with such provision if such Indebtedness that is denominated in a currency other than in Dollars were
instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (taking into
account the currency effects of any Hedge Agreement permitted hereunder and entered into with respect to the currency exchange
risks relating to such Indebtedness), then, solely for purposes of compliance with Article VII, the Interest Coverage Ratio and/or
the Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange
rates; provided that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be adjusted to reflect the
effect (in the good faith determination of the Borrower) of any Debt FX Hedge relating to any such Indebtedness, calculated on
a mark-to-market basis.


 




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(b)       Dollar
Equivalents. The Administrative Agent may determine the Spot Rate as of each Business Day to be used for calculating the Dollar
Amount of any Loans and Letters of Credit that are denominated in any Available Currency, and a determination thereof by the Administrative
Agent shall be conclusive absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination
of any Dollar Amount of any Loans and Letters of Credit that are denominated in any Available Currency by the Borrower. The Administrative
Agent may determine or redetermine the Dollar Amount of any Loans and Letters of Credit that are denominated in any Available
Currency on any date either in its own discretion or upon the request of any Lender.


 


(c)       Rounding-Off.
The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round-off amounts hereunder to the nearest
higher or lower amount in whole Dollars, Sterling, Euro, whole other currency or smaller denomination thereof to ensure amounts
owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, whole
Sterling, whole Euro, whole other currency or in whole smaller denomination thereof, as may be necessary or appropriate.


 


Section
1.06Certain Calculations and Tests. (a) Notwithstanding anything to the contrary
herein, but subject to Sections 1.06(b) and (c), all financial ratios and tests (including the Leverage Ratio, the
Interest Coverage Ratio and the amount of Consolidated EBITDA) contained in this Agreement that are calculated with respect to
any Test Period shall be calculated with respect to such Test Period on a Pro Forma basis.


 


(b)       Notwithstanding
anything to the contrary herein (including in connection with any calculation made on a Pro Forma basis), to the extent that the
terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 7.01,
Section 7.02, any Leverage Ratio test and/or any Interest Coverage Ratio test) and/or any cap expressed as a percentage
of Consolidated EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the
making of representations and warranties by each Loan Party as set forth in the Loan Documents as conditions to the assumption
or incurrence of Indebtedness in connection with an acquisition or similar investment, the determination of whether the relevant
condition is satisfied may be made, at the election (any such election, a “Testing Election”) of the Borrower
at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x)
the execution of the definitive agreement with respect to such acquisition or investment or (y) the consummation of such acquisition
or investment after giving effect to the relevant acquisition or investment on a Pro Forma basis.


 


(c)       For
purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial
ratio or test (including, without limitation, Section 7.01, Section 7.02 , any Leverage Ratio test, any Interest
Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such
action is taken (subject to clause (b) above), such change is made, such transaction is consummated or such event occurs, as the
case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial
ratio or test occurring after the time such action is


 




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  taken,
such change is made, such transaction is consummated or such event occurs, as the case may be.


 


ARTICLE
II



The Credits


 


Section
2.01Commitments. Subject to the terms and conditions set forth herein:


 


(a)       Term
Loans.


 


(i)    Subject
to the terms and conditions set forth herein each Tranche A-1 Lender severally agrees to make an advance in Dollars to the Borrower
on the Effective Date in a principal amount equal to its Tranche A-1 Commitment. Amounts repaid or prepaid in respect of the Tranche
A-1 Loans may not be reborrowed.


 


(ii)   Subject
to the terms and conditions set forth herein each Tranche A-2 Lender severally agrees to make an advance in Dollars to the Borrower
on the Effective Date in a principal amount equal to its Tranche A-2 Commitment. Amounts repaid or prepaid in respect of the Tranche
A-2 Loans may not be reborrowed.


 


(b)       Revolving
Loans. Each Revolving Lender severally agrees to make advances to the Borrower in Dollars or in any Available Currency from
time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment, (ii) in the case of any Available Currency Borrowings,
the Available Currency Exposures exceeding the Available Currency Sublimit or (iii) the Revolving Exposures exceeding the total
Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.


 


Section
2.02Loans and Borrowings.


 


(a)       Loans
Made Ratably. Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same
Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. 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.


 


(b)       Initial
Type of Loans. Subject to Section 2.07 and 2.14, each Revolving Borrowing and Term Borrowing shall be comprised
entirely of ABR Loans or Fixed Rate Loans as the Borrower may request in accordance herewith; provided that all Borrowings
made on the Effective Date must be made as ABR Borrowings unless the Borrower shall have delivered to the Administrative Agent
an agreement that it will be bound by the provisions of Section 2.16 notwithstanding that this Agreement might not then
be effective at least three Business Days prior to the Effective Date. Term Loans may not include any Available Currency Borrowing.
Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Fixed Rate Loan by causing any domestic or foreign
branch or Affiliate of such Lender to


 




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make such Loan;
provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance
with the terms of this Agreement.


 


(c)       Minimum
Amounts; Limitation on Fixed Rate Borrowings. At the commencement of each Interest Period for any Fixed Rate Borrowing, such
Borrowing shall be in an aggregate Dollar Amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate principal amount that is an integral multiple
of $500,000 and not less than $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate principal amount
that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.05(f). Each Swingline Loan shall be in an amount that is an integral
multiple of $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 twelve Fixed Rate Borrowings outstanding at the same time.


 


(d)       Limitation
on Interest Periods. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request,
or to elect to convert or continue, any Fixed Rate Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date or Term Maturity Date, as applicable.


 


Section
2.03Requests for Borrowings. To request a Revolving Borrowing or a Term Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone or delivery of a Borrowing Request (a) in the
case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed
Borrowing (provided that, if such Eurodollar Borrowing is a Borrowing to be made on the Effective Date, such request shall
be made not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing); (b) in
the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the Business Day of the proposed Borrowing; provided
that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(f) must be given not later than 11:00 A.M., New York City time, on the date of the proposed Borrowing; (c) in the case
of a Fixed Rate Borrowing denominated in Sterling, Euro or Canadian Dollars, not later than 11:00 A.M., London, England time,
three Business Days before the date of the proposed Borrowing; and (d) in the case of a Fixed Rate Borrowing denominated in any
other Available Currency, not later than 11:00 A.M., London, England time, three Business Days before the date of the proposed
Borrowing or, if different, the number of days before the date of the proposed Borrowing that is standard for the applicable Available
Currency in accordance with the Administrative Agent’s standard practice. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery, telecopy or other electronic platform or electronic transmission
approved by the Administrative Agent of a written Borrowing Request in the form attached hereto as Exhibit E or in such
other form as may be approved by the Administrative Agent, signed by a Responsible Officer of the Borrower and delivered to the
Administrative Agent. Each such telephonic and written Borrowing Request shall specify the following information in compliance
with Sections 2.02 and 2.07:


 




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(i)       Whether
the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing;


 


(ii)       if
the requested Borrowing is a Revolving Borrowing, the currency in which such Borrowing will be denominated;


 


(iii)       the
aggregate principal amount of such Borrowing;


 


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


 


(v)       whether
such Borrowing is to be an ABR Borrowing or a Fixed Rate Borrowing;


 


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


 


(vii)       the
location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section
2.06.


 


If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be an ABR Dollar Borrowing. If no Interest Period is specified with
respect to any requested Fixed Rate Borrowing, then the Borrower shall be deemed to have selected 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 applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section
2.04Swingline Loans.


 


(a)       Commitment.
Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders
set forth in this Section 2.04, may in its sole discretion make Swingline Loans in Dollars to the Borrower from time to
time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 or (ii) the sum of the total Revolving
Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b)       Borrowing
Procedure. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed
by telecopy or other electronic transmission approved by the Administrative Agent), not later than 11:00 A.M., New York City time,
on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date of (which
shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower
by means of a credit to the general deposit account of the Borrower with the Swingline Lender or by wire transfer, automated clearing
house debit or


 




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interbank transfer
to such other account, accounts or Person designated by the Borrower (or, in the case of a Swingline Loan made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 4:00 P.M., New
York City time, on the requested date of such Swingline Loan.


 


(c)       Revolving
Lender Participation in Swingline Loans. The Swingline Lender may by written notice given to the Administrative Agent not
later than 11:00 A.M., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate principal amount
of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give written notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage
of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage
of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section
2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline
Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf
of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be
promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph
and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded
to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.


 


Section
2.05Letters of Credit.


 


(a)       General.


 


(i)     Subject
to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account,
denominated in Dollars or an Available Currency and in a form reasonably acceptable to the Administrative Agent and the Issuing
Bank, at any time and from time to time during the Revolving


 




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Availability Period.
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 the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.(ii)The
Issuing Bank shall not issue any Letter of Credit, if:


 


(A)     any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the 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; or


 


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


 


(iii)       All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be
subject to and governed by the terms and conditions hereof.


 


(b)       Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit will
be denominated (which must be either Dollars or an Available Currency), the name and address of the beneficiary thereof, the account
party for such Letter of Credit (and if no account party is designated, the account party shall be deemed to be the Borrower)
and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the Borrower shall also submit a letter of credit application on the Issuing Bank’s standard form in connection
with any request for a Letter of Credit. 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, the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed a Dollar Amount equal to $75,000,000
(the “LC Sublimit”); (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and
(iii) with respect to any Issuing Bank, the stated amount of all outstanding Letters of Credit issued by such


 




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Issuing Bank
shall not exceed the applicable Specified LC Sublimit of such Issuing Bank then in effect.


 


(c)       Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after
the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) (provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional
one-year periods not to extend past the date in clause (ii) below) and (ii) the date that is five Business Days prior to the Revolving
Maturity Date.


 


(d)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving
Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to
this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


 


(e)       Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency in which it is denominated not later
than 4:00 P.M., New York City time, on the Business Day immediately following the day that the Borrower receives notice of such
LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance
with Sections 2.03 or 2.04 that such payment be financed with a Swingline Loan or a Revolving Borrowing (which,
if the LC Disbursement is denominated in an Available Currency, may be denominated in Available Currency), in each case, in an
equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Revolving Lender in writing of the applicable LC Disbursement, the Dollar Amount of the payment then due
from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such
notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the Dollar Amount
of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by
such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.
Promptly following


 




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receipt by
the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or
a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse
such LC Disbursement. After receipt of any payments from the Revolving Lenders under this paragraph, the Borrower’s obligation
to reimburse such LC Disbursement, if originally denominated in an Available Currency, shall convert to a Dollar denominated obligation
in a Dollar Amount calculated as of date the payments by the Revolving Lenders are received and any future payments by the Borrower
in respect thereof shall be made in Dollars.


 


(f)       Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of:


 


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


 


(ii)       the
existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the 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 Borrower
or any waiver by the Issuing Bank which does not in fact materially prejudice the Borrower;


 


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


 


(vi)       any
payment made by the 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 UCC, the ISP or the UCP, as applicable;


 


(vii)       any
payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not comply with
the terms of such Letter of Credit; or any


 




    38


    


    

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 Available Currency to the 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, or provide a right of setoff against, the Borrower's obligations
hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or
any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under
or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing
shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction),
the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be
in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further investigation, regardless of any notice or information to
the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.


 


The Borrower
shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify
the Issuing Bank. The 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)       Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent
a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower
by telephone (confirmed by telecopy or other electronic transmission approved by the Administrative Agent) of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to
give or


 




    39


    


    

delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect
to any such LC Disbursement.


 


(h)       Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the
extent of such payment.


 


(i)       Replacement
and Resignation of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, 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 relevant Issuing Bank. At the time any such replacement shall become effective, the Borrower 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 issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(j)       Cash
Collateralization. If any Event of Default exists, on the Business Day that the Borrower receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph or when cash collateral
is otherwise required under this Agreement, the Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure applicable to such
Letters of Credit as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand
or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h)
or (i) of Section 8.01. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under the Loan Documents with respect to the LC Exposure applicable to such Letters of Credit.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of


 




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the Administrative
Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse
the Issuing Bank for LC Disbursements made with respect to Letters of Credit issued for the account of the Borrower and for which
it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for its LC Exposure at such time. If the Borrower is required to provide an amount of cash collateral hereunder
as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to
the Borrower within three Business Days after all Events of Default have been cured or waived.


 


(k)       Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the Issuing Bank and the 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 the Borrower for, and the Issuing Bank’s rights and remedies against the 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.


 


Section
2.06Funding of Borrowings.


 


(a)       By
Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds in Dollars or the applicable Available Currency by 1:00 P.M., New York City time and in the case of Available
Currency Loans 12:00 noon London, England time, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent or by wire transfer, automated clearing house debit
or interbank transfer to such other account, accounts or Persons designated by the Borrower in the Borrowing Request; provided
that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f) shall be
remitted by the Administrative Agent to the Issuing Bank.


 


(b)       Fundings
Assumed Made. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 clause (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the


 




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applicable
Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case
of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing. If both the Borrower and the applicable Lender
makes the payment required under this clause, the Administrative Agent shall return to the Borrower that amount it paid hereunder
if no Default exists.


 


Section
2.07Interest Elections.


 


(a)       Conversion
and Continuation. Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Fixed Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case
of a Fixed Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section. The 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 Swingline Borrowings, which may not be converted or continued.


 


(b)       Delivery
of Interest Election Request. To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent
of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower
was requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election; provided
that elections made with respect to Available Currency Borrowings shall only be made in writing pursuant to the next sentence.
Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy
or other electronic transmission approved by the Administrative Agent of a written Interest Election Request in the form of Exhibit
F hereto or such other form as the Administrative Agent shall approve, signed by the Borrower and delivered to the Administrative
Agent.


 


(c)       Contents
of Interest Election Request. Each telephonic and written Interest Election Request shall specify the following information
in compliance with Section 2.02 and paragraph (f) of this Section:


 


(i)       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);


 




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(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 Fixed Rate Borrowing; and


 


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


 


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


 


(d)       Notice
to the Lenders. 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)       Automatic
Conversion. If the Borrower fails to deliver a timely Interest Election Request with respect to a Fixed Rate 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 such Borrowing shall be continued as a Fixed Rate Borrowing with an Interest Period of one month.


 


(f)       Limitations
on Election. Notwithstanding any contrary provision hereof, if an Event of Default exists and the Administrative Agent, at
the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing, (ii) unless repaid, each Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) no outstanding Available Currency Borrowing
may be continued for an Interest Period longer than one month. No Available Currency Borrowing may be converted to an ABR Borrowing
and no Borrowing denominated in one currency can be converted to another currency except as otherwise specifically provided herein.


 


Section
2.08Termination and Reduction of Commitments.


 


(a)       Termination
Date. Unless previously terminated, (i) the Term Commitments shall terminate when Term Loans pursuant thereto are made and
(ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.


 


(b)       Optional
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class;
provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000; and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after
giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Revolving
Exposures would exceed the total Revolving Commitments.


 




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(c)       Notice
of Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least one Business Day 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 Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice
is conditioned upon the effectiveness of other credit facilities or other event, in which case such notice may be revoked by the
Borrower (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 of any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.


 


Section
2.09Repayment of Loans; Evidence of Debt.


 


(a)       Promise
to Pay. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving
Lender the then unpaid principal amount of each Revolving Loan made to the Borrower by such Lender on the Revolving Maturity Date.
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender the then unpaid
principal amount of each Term Loan of such Lender as provided in Section 2.10. The Borrower hereby unconditionally promises
to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity
Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that a Revolving Dollar Borrowing is made by
the Borrower, the Borrower shall repay all Swingline Loans then outstanding.


 


(b)       Lender
Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of the 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)       Administrative
Agent Records. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Class 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 the 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)       Prima
Facie Evidence. 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 obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.


 




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(e)       Request
for a Note. Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a promissory note to 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 10.04)
be represented by one or more promissory notes payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).


 


Section
2.10Term Loan Amortization.


 


(a)       Tranche
A-1 Loan Amortization. The Borrower shall repay the Term Loans on each date set forth below (each a “Principal Repayment
Date”) in the aggregate principal amount set forth opposite such date:


 


	Date	Amount
	August
    31, 2018	$8,200,000
	November
    30, 2018	$16,400,000
	February
    28, 2019	$16,400,000
	May
    31, 2019	$16,400,000
	August
    31, 2019	$16,400,000
	November
    30, 2019	$16,400,000
	February
    28, 2020	$16,400,000
	May
    31, 2020	$16,400,000
	August
    31, 2020	$16,400,000
	November
    30, 2020	$16,400,000
	February
    28, 2021	$16,400,000
	May
    31, 2021	$16,400,000
	Maturity
    Date	$410,000,000


 


(b)       Tranche
A-2 Loan Amortization. The Borrower shall repay the Tranche A-2 Term Loans on each date set forth below (each a “Principal
Repayment Date”) in the aggregate principal amount set forth opposite such date:


 


	Date	Amount
	August
    31, 2018	$6,875,000
	November
    30, 2018	$13,750,000
	February
    28, 2019	$13,750,000
	May
    31, 2019	$13,750,000
	August
    31, 2019	$13,750,000
	November
    30, 2019	$13,750,000
	February
    28, 2020	$13,750,000
	May
    31, 2020	$13,750,000
	August
    31, 2020	$13,750,000
	November
    30, 2020	$13,750,000
	February
    28, 2021	$13,750,000
	May
    31, 2021	$13,750,000
	Maturity
    Date	$343,750,000




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(c)
     Term Maturity Date. To the extent not previously paid, all Term Loans shall be due and payable
on the Term Maturity Date.


 


Section
2.11Prepayment of Loans.


 


(a)       Optional
Prepayment. The Borrower shall have the right at any time and from time to time to prepay any of its Borrowings in whole or
in part, without prepayment penalty or premium subject to the requirements of this Section and Section 2.16; provided
that any such prepayment of Term Loans shall be applied to the Tranche A-1 Loans and the Tranche A-2 Loans as directed by
the Borrower.


 


(b)       Mandatory
Prepayment of Revolving Exposure. In the event and on such occasion that the Revolving Exposures exceeds the total Revolving
Commitments, the Borrower shall prepay so much of its Revolving Borrowings or Swingline Borrowings or provide cash collateral
for the LC Exposure in accordance with the requirements of Section 2.05(j), so that after giving effect to all such prepayments
and cash collateralizations, the Revolving Exposures (which shall be deemed to be reduced by the amount of the cash collateral
provided) do not exceed the total Revolving Commitments. In the event that the Dollar Amount of the Available Currency Exposures
exceeds an amount equal to 105% of the Available Currency Sublimit, then one Business Day after the earlier of (x) the Administrative
Agent notifying the Borrower of such event and (y) the Borrower becoming aware of such event, the Borrower shall prepay so much
of its Available Currency Borrowings or provide cash collateral for the LC Exposure denominated in Available Currencies in accordance
with the requirements of Section 2.05(j) so that after giving effect to all such prepayments and cash collateralizations,
the Dollar Amount of the Available Currency Exposures (which shall be deemed to be reduced by the amount of the cash collateral
provided) shall not exceed 100% of the Available Currency Sublimit.


 


(c)       [Reserved].


 


(d)       Selection
of Borrowing to be Prepaid. Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select
the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph
(e) of this Section.


 


(e)       Notice
of Prepayment; Application of Prepayments. The Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or other electronic transmission approved by the
Administrative Agent), of any prepayment hereunder (i) in the case of prepayment of a Eurodollar, not later than 12:00 noon, New
York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later
than 12:00 noon, New York City time, one Business Day before the date of prepayment, (iii) in the case of prepayment of a Swingline
Loan, not later than 1:00 P.M., New York City time, on the date of prepayment, (iv) in the case of prepayment of a Sterling Borrowing,
not later than 9:30 A.M., London, England time, two Business Days before the date of prepayment and (v) in the case of prepayment
of any other type of Available Currency Loan, not later than 9:30 A.M. London England time, three Business Days before the date
of prepayment. Each such notice


 




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shall
be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided
that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments
as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked
in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to
Swingline Loans), 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, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13. Optional prepayments of the Term Loans will be applied to the installments due thereunder
in the order of maturity.


 


Section
2.12Fees.


 


(a)       Commitment
Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which
shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the
period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued
commitment fees shall be payable in arrears on the date which is three Business Days following the last day of each February,
May, August and November of each year and on the date on which the Revolving Commitments terminate, commencing on the first such
date to occur after the date hereof. All commitment 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). A Revolving Commitment of a Lender
shall be deemed to be used to the extent of the Dollar Amount of the outstanding Revolving Loans and LC Exposure of such Lender.


 


(b)       Letter
of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate applicable to Fixed
Rate Loans, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) applicable to Letters of Credit issued for the account of the Borrower during the period from and including
the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the
date on which such Lender ceases to have any LC Exposure relating to such Letters of Credit, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) applicable to Letters of Credit issued for the account of the Borrower
during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect
to the issuance, amendment, renewal or extension of such Letters of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of February, May, August and November of each year shall be
payable on the third


 




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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 Revolving Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 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).


 


(c)       Agent
Fees. The Borrower 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 Borrower and the Administrative Agent.


 


(d)       Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative
Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation
fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.


 


Section
2.13Interest.


 


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


 


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


 


(c)       Available
Currency Borrowings. The Loans comprising each Available Currency Borrowing shall bear interest at the Available Currency
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.


 


(d)       Default
Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by
the Borrower hereunder is not paid when due (with respect to which any applicable grace period pursuant to Section 8.01
has expired), 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 Revolving Loans as provided in paragraph (a) of this Section.


 


(e)       Payment
of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in
the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant
to paragraph (d) 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 Revolving Loan prior to the end of the Revolving 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 Fixed Rate Loan prior to the end of the current Interest Period


 




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therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion. Interest on Loans, the principal amount of which
is denominated in an Available Currency, shall be paid in that Available Currency; otherwise interest on the Loans shall be paid
in Dollars. The Borrower shall be obligated to pay interest accrued on the Loans that it borrows.


 


(f)       Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on Bank of America’s “prime 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 (including the first day but excluding the last day) and (ii) with respect to any Available Currency as
to which a 365 or 366 day year, as the case may be, is customarily used as a basis for such calculation, then interests with respect
to Loans denominated in such Available Currency shall be computed on such basis. Interest in all cases shall be calculated and
payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base
Rate, Eurodollar Rate or Available Currency Rate shall be determined by the Administrative Agent, and such determination shall
be conclusive absent manifest error.


 


Section
2.14Market Disruption; Alternate Rate of Interest.


 


(a)       Market
Disruption Applicable to Available Currency Loans. If, with respect to any Available Currency Loan, the Available Currency
Rate to be applied thereto and any Interest Period therefor:


 


(i)       at
or about noon on the applicable Quotation Day, the applicable screen rate is not available and none or only one of the applicable
reference banks supplies a rate to the Administrative Agent to determine the then applicable Available Currency Rate for the relevant
Interest Period; or


 


(ii)       before
the close of business in London on the applicable Quotation Day, any Revolving Lender notifies the Administrative Agent that the
cost to them of obtaining matching deposits in the relevant interbank market would be in excess of applicable Available Currency
Rate then set,


 


then the rate of interest on
the applicable Available Currency Loan for the Interest Period shall be the percentage rate per annum which is the sum of:


 


(A)       the
Applicable Rate applicable to Fixed Rate Loans; and


 


(B)       the
rate equal to the percentage rate per annum equivalent to the cost to the Administrative Agent of funding its participation in
that Available Currency Loan from whatever source it may reasonably select.


 


If an event of the type described
in clause (i) or (ii) occurs and the Administrative Agent or the Borrower so requires, the Administrative Agent, the Lenders and
the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis
for determining the rate of interest.


 




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(b)       Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)       the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest Period; or


 


(ii)       the
Administrative Agent is advised by the Required Lenders that the Eurodollar Rate for such Interest Period will not adequately
and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing
for such Interest Period;


 


then the Administrative Agent
shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or other electronic transmission approved by
the Administrative Agent as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of the affected type shall be ineffective and
(ii) if any Borrowing Request requests a Borrowing of the affected type, such Borrowing shall at the Borrower’s option,
either not be made or be made as an ABR Borrowing


 


(c)       Successor
LIBOR. 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 Borrower or Required Lenders notify the Administrative
Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower 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;


 


(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 (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, 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 Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical
or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing
convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed
rate, a “LIBOR 


 




    50


    


    

Successor Rate”),
together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m.
(New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders
and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent
written notice that such Required Lenders do not accept such amendment.


 


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 Borrower and each Lender.  Thereafter, (x) the obligation of the Lenders
to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest
Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate. 
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed
to have converted such request into a request for an ABR Borrowing (subject to the foregoing clause (y)) in the amount specified
therein.


 


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.


 


Section
2.15Increased Costs.


 


(a)       Change
In Law. If any Change in Law shall:


 


(i)       impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement contemplated by
Section 2.15(c)) or the Issuing Bank; or


 


(ii)       impose
on any Lender or the Issuing Bank or the applicable interbank market used to determine a Fixed Rate any other condition (other
than Taxes) affecting this Agreement, Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Fixed Rate Loan
(or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing
Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered. In addition, if the introduction of, changeover to or operation
of the Euro in the United Kingdom shall result in an increase in the cost to any Revolving Lender of making, continuing, converting
to or maintaining any Available Currency Loan (or of maintaining its obligation to make any such Loan) or result in a reduction
of the amount of any sum received or receivable by such Lender hereunder


 




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(whether of principal, interest
or otherwise), then the Borrower will pay to the applicable Lender, such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered.


 


(b)       Capital
Adequacy. 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 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 Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or
amounts 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.


 


(c)       Reserves
on Eurodollar Loans. The Borrower shall pay to each Lender, 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 Eurodollar 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),
which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received
at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If
a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable
10 days from receipt of such notice.


 


(d)       Delivery
of Certificate. 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 Borrower and shall be conclusive absent manifest error. The Borrower shall 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.


 


(e)       Limitation
on Compensation. 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 Borrower 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 Borrower 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.


 




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Section
2.16Break Funding Payments. In the event of (a) the payment of any principal of
any Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Fixed Rate Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.11(e) and is revoked in accordance therewith),
or (d) the assignment of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19 or as a result of a transaction under Section 2.21, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the
case of a Fixed Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender
to be equal to the sum of: (i) the excess, if any, of (A) the amount of interest which would have accrued on the principal amount
of such Loan had such event not occurred, at the applicable Fixed 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 (B) 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 Dollars or in the applicable Available Currency of a comparable amount and period
from other banks in the applicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating
or closing out any foreign currency contract; plus (iii) any loss arising from any change in the value of Dollars in relation
to any Loan made in an Available Currency which was not paid on the date due. 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 Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


Section
2.17Taxes.


 


(a)       Gross
Up. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without
deduction for any Taxes; provided that if the Borrower shall be required by applicable law to deduct any Taxes from such
payments, then (i) if such Tax is an Indemnified Tax, 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) the Administrative Agent,
Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.


 


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


 


(c)       Tax
Indemnification.


 




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(i)       The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may
be, on or with respect to any payment by or on account of any obligation of the Borrower under any Loan Document (including Indemnified
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 were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the 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. The affected Lender, the Issuing Bank or the Administrative Agent, as the case
may be, shall provide reasonable assistance to the Borrower, at the Borrower’s expense, if the Borrower determines that
any Indemnified Taxes were incorrectly or illegally imposed and the Borrower determines to contest such Indemnified Taxes. This
Section 2.17(c)(i) shall not apply to the extent that such Indemnified Taxes are compensated for by an increased payment
under Section 2.17(a).


 


(ii)       Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable
to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and
without limiting the obligation of the Borrower to do so) and (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 10.04(c)(i) relating to the maintenance of a Participant Register, in either case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (c)(ii).


 


(d)       Receipts.
As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.17,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(e)       Status
of Lenders; FATCA.


 


(i)       Any
Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower under any Loan Document
that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, or under any other applicable law, with respect to payments under
this Agreement


 




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or
any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed
by applicable law, at the time it becomes a party to this Agreement, at any time when there has been a change in that Lender’s
circumstances and at such other time or times reasonably requested by the Borrower or Administrative Agent, such properly completed
and executed documentation (if any) prescribed by applicable law or reasonably requested by the Borrower as is reasonably necessary
to permit such payments to be made without withholding or at a reduced rate.


 


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


 


(f)       UK
Tax issues; UK Qualifying Lenders. Without limiting the generality of Section 2.17(e) or the definition of the term
“Excluded Taxes”, with respect to Borrowings and Letters of Credit made or issued to the Borrower pursuant
to this Agreement, if, on the date on which any interest or fee payment falls due:


 


(i)        any
Lender is not a UK Qualifying Lender other than by reason of any change after the date of this Agreement in (or in the interpretation,
administration or application of) any law or double taxation agreement or any published practice or concession of any relevant
taxing authority;


 


(ii)        a
Lender is a UK Qualifying Lender solely by virtue of paragraph (d) or (e) of the definition of “UK Qualifying Lender”
and an officer of HM Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section
931 of the ITA which relates to the payment and that Lender has received from the Borrower making the payment a certified copy
of that Direction and the payment could have been made to the Lender without deduction for Tax if that Direction had not been
made; or


 


(iii)       a
Lender is a UK Qualifying Lender solely by virtue of paragraph (d) or (e) of the definition of “UK Qualifying Lender”,
the relevant Lender has not complied with its obligations under Section 2.17(e)(i) and the payment could have been made
to the Lender without any deduction for Tax if the Lender had complied with its obligations under Section 2.17(e)(i), on
the basis that this would have enabled the Borrower to have formed a reasonable belief that the payment was an “excepted
payment” for the purposes of section 930 of the ITA,


 




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the Borrower
shall not be required to compensate such Lender under Section 2.17(a) or 2.17(c) for the amount of Taxes imposed
by the United Kingdom as a consequence thereof. The Borrower shall not be required to compensate any UK Treaty Lender under Section
2.17(a) or 2.17(c) for any deduction for United Kingdom income tax from interest payments if such deduction is required
as a result of the failure of such Lender to comply with its obligations in Section 2.17(e) or Section 2.17(g).


 


(g)       UK
Treaty Lenders; HMRC DT Treaty Passport Scheme.


 


(i)       Subject
to Section 2.17(g)(ii) and (iii) below, each UK Treaty Lender and the Borrower which makes a payment to which that UK Treaty Lender
is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorization to make
that payment without a deduction for Tax.


 


(ii)       A
UK Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme which becomes a party to this Agreement, and
that wishes that scheme to apply to a Borrowing by the Borrower or a Letter of Credit issued to the Borrower, shall include an
indication to that effect by including its scheme reference number and its jurisdiction of tax residence in Schedule 2.01 hereto
or, where relevant, the Assignment and Assumption (for the benefit of the Administrative Agent and without liability to the Borrower)
or in such Lender’s Increased Commitment Supplement. If such Lender includes the indication described above then the Borrower
shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the Effective
Date or the effective date of the relevant Assignment and Assumption or Increased Commitment Supplement (as the case may be).
If a Lender has not indicated that it wishes the HMRC DT Treaty Passport scheme to apply in accordance with this Section 2.17(g)(ii)
as per the above then the Borrower shall not file any form relating to the HMRC DT Treaty Passport scheme in respect of any Borrowings
held by such Lender or any Letters of Credit issued for the account of the Borrower. For the avoidance of doubt, nothing in this
Section 2.17 shall require a UK Treaty Lender to (i) register under the HMRC DT Treaty Passport scheme or (ii) apply the
HMRC DT Treaty Passport scheme to any Borrowings by the Borrower held by such Lender or any Letters of Credit issued for the account
of the Borrower if it has so registered.


 


(iii)       If
a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section
2.17(g)(ii) above and: (a) the Borrower has not made a DTTP2 filing in respect of that Lender; or (b) the Borrower has made
a DTTP2 filing in respect of that Lender but the filing has been rejected by HM Revenue & Customs or HM Revenue & Customs
has not given the Borrower authority to make payments to that Lender without deduction for Tax within 60 days of the date of the
DTTP2 filing and, in each case, the Borrower has notified the Lender in writing, that Lender and the Borrower shall co-operate
in completing any additional procedural formalities necessary for the Borrower to obtain authorization to make that payment without
a deduction for Tax in accordance with Section 2.17(e)(i).


 


(h)       Refund.
If the Administrative Agent or a Lender determines, in its discretion (acting in good faith), that it (or any member of its group)
has received a refund of any


 




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Taxes (including
by virtue of a credit against or offset of such Taxes, other than a credit or offset resulting from a payment of such Taxes by
the Borrower) as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request
of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (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 (h), in no event will the Administrative Agent or Lender be required to pay any amount to the Borrower pursuant
to this paragraph (h) the payment of which would place the Administrative Agent or Lender in a less favorable net after-Tax position
than the Administrative Agent or Lender would have been 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 the Borrower or any other Person.


 


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


 


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


 


(a)       Payments
Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16
or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 1:00 P.M., New York City time), on the date when due, in immediately available
funds and in the currency with which the underlying obligations is denominated without set off, deduction or counterclaim; provided
that the Borrower shall make all payments in respect of the Available Currency Loans prior to the time expressly required
hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in immediately
available funds and in the Available Currency in which such Loan is denominated, without set off, deduction or counterclaim. 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. All such payments shall be made to the Administrative
Agent pursuant to the payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16,
2.17 and 10.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents
shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly


 




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following receipt
thereof. If any payment under any Loan Document 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.


 


(b)       Pro
Rata Application. 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)       Sharing
of Set-offs. Except to the extent a court order expressly provides for payments to be allocated to a particular Lender or
Lenders, 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 Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline
Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans
of other Lenders to the extent necessary 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 participations in LC Disbursements
and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of any Loan Document or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall
apply). The 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 the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.


 


(d)       Payments
from Borrower Assumed Made. Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may
be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing
Bank, as the case may be, severally agrees to repay to the


 




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Administrative
Agent forthwith on demand 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 greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 


(e)       Return
of Amounts. If at any time payment, in whole or in part, of any amount distributed by the Administrative Agent hereunder is
rescinded or must otherwise be restored or returned by the Administrative Agent as a preference, fraudulent conveyance, or otherwise
under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such amount agrees, upon demand, to
return the portion of such amount it has received to the Administrative Agent.


 


Section
2.19Mitigation Obligations; Replacement of Lenders.


 


(a)       Mitigation.
If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 


(b)       Replacement.
If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 10.04), all its interests, rights and obligations under this Agreement and the other 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) unless such assignee is a Lender or an Affiliate of a Lender, the Borrower shall have received the prior written consent
of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Parties), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments or (y) terminate the Commitments of such Lender and repay all obligations of the Borrower owing
to such Lender relating to the Loans and participations held by such Lender as of such termination


 




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date. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.


 


Section
2.20Defaulting Lenders. Notwithstanding any provision of this Agreement to the
contrary, if any Person becomes a Defaulting Lender, then the following provisions shall apply for so long as such Person is a
Defaulting Lender:


 


(a)       Suspension
of Commitment Fees. Commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting
Lender pursuant to Section 2.12(a);


 


(b)       Suspension
of Voting The Revolving Commitment, Revolving Exposure of and the outstanding Term Loans held by such Defaulting Lender shall
not be included in determining whether all Lenders have taken or may take any action hereunder (including any consent to any amendment
or waiver pursuant to Section 10.02), provided that any waiver, amendment or other modification requiring the consent
of all Lenders or any waiver, amendment or other modification of the type described in clauses (i), (ii) and (iii) of paragraph
(b) of Section 10.02 affecting such Defaulting Lender shall require the consent of such Defaulting Lender to the extent
required by Section 10.02;


 


(c)       Participation
Exposure. If any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then:


 


(i)       Reallocation.
All or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Applicable Percentages but only to the extent (A) the sum of all non-Defaulting Lenders’ Revolving
Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Revolving Commitments and (B) the conditions set forth in Section 4.02 are satisfied at such time;


 


(ii)       Payment
and Cash Collateralization. If the reallocation described in clause (i) above cannot, or can only partially, be effected,
the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure
and (y) second, cash collateralize 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 2.05(k) for so long as such LC Exposure
is outstanding;


 


(iii)       Suspension
of Letter of Credit Fee. If the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant
to this Section 2.20(c), the Borrower 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)       Reallocation
of Fees. If the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.20(c), then the
fees payable to the


 




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Lenders
pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; and


 


(v)       Issuing
Bank Entitled to Fees. If any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant
to Section 2.20(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all
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 such LC Exposure is cash collateralized and/or reallocated;


 


(d)       Suspension
of Swingline Loans and Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall
not be required to fund any Swingline 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 will be 100% covered by the Revolving Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests
in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders
in a manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall not participate therein); and


 


(e)       Setoff
Against Defaulting Lender. Any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest,
fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c)
but excluding Section 2.19(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative
Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined
by the Administrative Agent: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline
Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest
in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent
and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement,
(v) fifth, pro rata, to the payment of any amounts owing to the Borrower or the Lenders as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower or any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any
Loans or reimbursement obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations
and (y) made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall be applied solely
to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the
prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.


 




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In the event that the Administrative
Agent, the Borrower, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender who is a Revolving Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure
of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such
Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative
Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Applicable
Percentage.


 


Section
2.21Incremental Revolving Facilities.


 


(a)       The
Borrower may, at any time, on one or more occasions pursuant to an Increased Commitment Supplement increase the aggregate amount
of the Revolving Commitments (the commitment of any Lender to provide such increase, an “Incremental Revolving Commitment”
and such increase, an “Incremental Revolving Facility” and any loans made pursuant to an Incremental Revolving
Facility, “Incremental Revolving Loans”) in an aggregate outstanding principal amount not to exceed $1,000,000,000,
which increase may be requested in Dollars and/or any Available Currency or Available Currencies.


 


(b)       Each
Incremental Revolving Facility shall be subject to the following provisions:


 


(i)       each
Incremental Revolving Commitment must be in an aggregate amount equal to any integral multiple of $5,000,000 and not less than
$25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability
for Incremental Revolving Facilities under the limit set forth above),


 


(ii)       except
as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Revolving Commitment,
and the determination to provide any Incremental Revolving Commitment shall be within the sole discretion of such Lender (it being
agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Revolving
Facility),


 


(iii)       no
Incremental Revolving Facility, Incremental Revolving Commitment or Incremental Revolving Loan (nor the creation, provision or
implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing
all or part of any Incremental Revolving Commitment,


 


(iv)       the
terms and conditions of any Incremental Revolving Facility shall be identical to any tranche of existing Revolving Loans and Revolving
Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolving
Loans made under any Incremental Revolving Commitment shall be deemed to be Revolving Loans,


 




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(v)       to
the extent applicable, any fees payable in connection with any Incremental Revolving Facility shall be determined by the Borrower
and the arrangers and/or lenders providing such Incremental Revolving Facility,


 


(vi)       no
Incremental Revolving Facility may be guaranteed by any Person and no Incremental Revolving Facility shall be secured,


 


(vii)       the
proceeds of any Incremental Revolving Facility shall be used for working capital and/or purchase price adjustments and other general
corporate purposes (including capital expenditures, acquisitions, investments and restricted payments) and any other use not prohibited
by this Agreement, and


 


(viii)
(A) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Revolving Facility and (B)
the representations and warranties of the Borrower set forth in the Loan Documents (other than the representations and warranties
set forth in Sections 3.04(b) and 3.06) shall be true and correct in all material respects (or, in the case of any
representation and warranty qualified by materiality, all respects) on and as of the date of the effectiveness of such Incremental
Revolving Facility after giving effect to the Loans made on such date, except to the extent such representations and warranties
specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in
all respects as of such earlier date).


 


(c)       Incremental
Revolving Commitments may be provided by any existing Lender, or by any other assignee permitted under Section 10.04 (any
such other lender being called an “New Lender”); provided that the Administrative Agent, the Swingline
Lender and any Issuing Bank shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant
New Lender’s provision of Incremental Revolving Commitments if such consent would be required under Section 10.04(b)
for an assignment of Loans to such New Lender.


 


(d)       Each
Lender or New Lender providing a portion of any Incremental Revolving Commitment shall execute and deliver to the Administrative
Agent and the Borrower all such documentation (including the relevant Increased Commitment Supplement) as may be reasonably required
by the Administrative Agent to evidence and effectuate such Incremental Revolving Commitment. On the effective date of such Incremental
Revolving Commitment, each New Lender shall become a Lender for all purposes in connection with this Agreement.


 


(e)       On
the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as
applicable, permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and
the relevant Issuing Bank and/or the Swingline Lender, as applicable.


 




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(f)       The
Lenders hereby irrevocably authorize the Administrative Agent to enter into any Increased Commitment Supplement and/or any amendment
to this Agreement and/or to any other Loan Document as may be necessary or appropriate in the reasonable opinion of the Administrative
Agent and the Borrower to effect the provisions of this Section 2.21.


 


(g)       This
Section 2.21 shall supersede any provision in Sections 2.18 or 10.02 to the contrary.


 


(h)       Implementation
of the Increase and Addition. Each increase and addition consummated under this Section 2.21 shall be effective upon
the delivery of an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit C executed
by the Borrower, the Administrative Agent and the Lenders willing to increase their respective Revolving Commitments and/or the
New Lenders (if any).


 


(i)       Pro
Rata Revolving Fundings. If all existing Revolving Lenders shall not have provided their pro rata portion of a requested increase
in the Revolving Commitments, then after giving effect to the requested increase the outstanding Revolving Loans may not be held
pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable
Increased Commitment Supplement increasing the Revolving Commitments, each Revolving Lender immediately prior to such increase
will automatically and without further act be deemed to have assigned to each relevant Incremental Revolving Facility Lender,
and each relevant Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed a
portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that,
after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including
each Incremental Revolving Facility Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder
in Swingline Loans shall be held on a pro rata basis on the basis of their respective Revolving Commitments (after giving effect
to any increase in the Revolving Commitment pursuant to Section 2.21) and (ii) the existing Revolving Lenders shall make
advances among themselves (including the Revolving Lenders providing the relevant Incremental Revolving Facility), such advances
to be in amounts sufficient so that after giving effect thereto, the Revolving Lenders participate in each outstanding Borrowing
of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the
Revolving Commitment pursuant to this Section 2.21); it being understood and agreed that the minimum borrowing, pro rata
borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected
pursuant to this clause (i). The advances made by a Revolving Lender under this Section 2.21(i) shall be deemed
to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Revolving Lenders who received the advances.


 


Section
2.22Illegality.


 


(a)       Eurodollar
Rate. If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any


 




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Lender to perform
any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge
interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority
of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund
or charge interest with respect to any such Loan or continue Eurodollar Rate Loans or to convert ABR Loans to Eurodollar Rate
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 Eurodollar 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 Eurodollar Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent
and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the
Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all
Eurodollar Rate Loans of such Lender to 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 Eurodollar 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 Eurodollar
Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y)
if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the
Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without
reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it
is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 


(b)       Available
Currency. Notwithstanding any other provision herein, if any Change in Law shall make it unlawful for a Revolving Lender to
make or maintain any Available Currency Loan or to give effect to its obligations as contemplated hereby with respect to any such
Loan or in the event that there shall occur any material adverse change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which would in the opinion of a Revolving Lender makes it impracticable
for any Available Currency Loan to be denominated in an Available Currency, then, by written notice to the Borrower and the Administrative
Agent, the applicable Revolving Lender may: (i) declare that such Loans will not thereafter be made and (ii) require that all
outstanding Available Currency Loans so affected be repaid or converted to Loans denominated in Dollars or another Available Currency.


 


Section
2.23European Economic and Monetary Union Provisions. The following paragraphs
of this Section shall be effective at and from the commencement of the third stage of EMU by the United Kingdom:


 


(a)       Redenomination
and Available Currencies. Each obligation under this Agreement which has been denominated in Sterling shall be redenominated
into the euro


 




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unit in accordance
with EMU legislation, provided, that if and to the extent that any EMU legislation provides that following the commencement
of the third stage of EMU by the United Kingdom an amount denominated either in the Euro or in Sterling and payable within the
United Kingdom by crediting an account of the creditor can be paid by the debtor either in the euro unit or in Sterling, each
party to this Agreement shall be entitled to pay or repay any such amount either in the euro unit or in Sterling. Any Available
Currency Borrowing that would otherwise be denominated in Sterling shall be made in the euro unit and except as provided in the
forgoing sentence, any amount payable by the Administrative Agent to the Lenders under this Agreement shall be paid in the euro
unit.


 


(b)       Payments
by the Agent Generally. With respect to the payment of any amount denominated in the euro unit or in Sterling, neither the
Administrative Agent nor any Lender shall be liable to the Borrower or any Lender in any way whatsoever for any delay, or the
consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid if such party shall
have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available,
freely transferable, cleared funds (in the euro unit or, as the case may be, in Sterling) to the account with the bank which shall
have been specified for such purpose. “all relevant steps” means all such steps as may be prescribed from time to
time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent or the applicable
Lender may from time to time determine for the purpose of clearing or settling payments of the Euro.


 


(c)       Basis
of Accrual. If the basis of accrual of interest or fees expressed in this Agreement with respect to Sterling shall be inconsistent
with any convention or practice in the London interbank market for the basis of accrual of interest or fees in respect of the
Euro, such convention or practice shall replace such expressed basis effective as of and from the commencement of the third stage
of EMU by the United Kingdom; provided, that if any Sterling Borrowing 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.


 


(d)       Rounding
and Other Consequential Changes. Without prejudice and in addition to any method of conversion or rounding prescribed by any
EMU legislation and without prejudice to the respective liabilities for indebtedness of the Borrower to the Lenders and the Lenders
to the Borrower under or pursuant to this Agreement, 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 necessary or appropriate to reflect the introduction
of or changeover to the Euro in the United Kingdom.


 


Section
2.24[Reserved].


 


Section
2.25Extension of Revolving Commitments.


 


(a)       The
Borrower may, at any time and from time to time (but in no event more than once in any calendar year with respect to the Revolving
Facility), request that all or a portion of the Revolving Commitments of a given Class be amended to extend the maturity date
with respect to all or a portion of such Revolving Commitments by a period of one (1) year (each, an “Extension Request”),
which such Extension Request shall include (i) the applicable


 




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Class of Revolving
Commitments requested to be extended and (ii) the proposed date of effectiveness of such extension (the “Extension Date”).
The Administrative Agent shall promptly notify each Revolving Lender of such Class of such request, and each such Revolving Lender
shall in turn, in its sole discretion, not later than thirty (30) days of receipt of such notification from the Administrative
Agent, notify the Borrower and the Administrative Agent in writing as to whether such Revolving Lender will consent to such extension.
If any Revolving Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request
for extension of such maturity date within such thirty (30) day period, such Revolving Lender shall be deemed to be a Non-Extending
Lender and only the Revolving Commitments of such Class of those Revolving Lenders which have responded affirmatively (each such
Lender, an “Extending Lender”) shall be extended, subject to the satisfaction (or waiver) of the conditions
set forth in Section 2.25(b) (any such Revolving Commitments so extended, “Extended Revolving Commitments”).


 


(b)       The
applicable Extended Revolving Commitments shall become effective upon receipt by the Administrative Agent of counterparts of an
Extension Agreement in substantially the form of Exhibit D hereto (the “Extension Agreement”) duly completed
and signed by the Borrower, the Administrative Agent and each of the Extending Lenders with respect to the applicable Extension
Request; provided that:


 


(i)       each
of the conditions set forth in ‎Section 4.02 (other than, with respect to Section 4.02(b), the representations and warranties
set forth in Sections 3.04(b) and 3.06) shall be satisfied;


 


(ii)       no
Default or Event of Default shall have occurred and be continuing or would result from such extension of Revolving Commitments;
and


 


(iii)       the
extended maturity date thereunder shall not be a date later than the fifth anniversary of the applicable Extension Date.


 


(c)       No
extension of any Class of Revolving Commitments pursuant to this Section 2.25 shall be legally binding on any party hereto unless
and until such Extension Agreement is so executed and delivered by Lenders having greater than 50% of the aggregate amount of
the Revolving Commitments of the applicable Class. The Borrower may obtain the signatures of Lenders having greater than 50% of
the aggregate amount of the Revolving Commitments of the applicable Class by requiring any Lender that has failed to consent to
such Extension Agreement (such Lender, a “Non-Extending Lender”) to assign its Revolving Loans and its Revolving
Commitments of the applicable Class hereunder to one or more assignees reasonably acceptable to (x) the Administrative Agent (unless
such assignee is a Lender or an Affiliate of a Lender) and (y) each Issuing Bank; provided that: (i) all Loan Obligations
of the Borrower owing to such Non-Extending Lender of such Class being replaced shall be paid in full in same day funds to such
Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to
such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement
Lender or, at the option of the Borrower, the Borrower shall pay any amount required by ‎Section 2.16, if applicable and (iii)
the replacement Lender shall execute and deliver such Extension Agreement. No action by or consent of any Non-Extending Lender
shall be


 




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necessary in
connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In
connection with any such assignment, the Borrower, the Administrative Agent, such Non-Extending Lender and the replacement Lender
shall otherwise comply with ‎Section 10.04; provided that if such Non-Extending Lender does not comply with
Section 10.04 within five (5) Business Days after the Borrower’s request, compliance with ‎Section 10.04
(but only on the part of the Non-Extending Lender) shall not be required to effect such assignment.


 


(d)       If
any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Revolving Commitment of any Class,
(i) this Agreement shall terminate on the Revolving Maturity Date then in effect with respect to such Lender’s Revolving
Commitment of such Class, (ii) the Borrower shall pay to such Lender on such Revolving Maturity Date any amounts due and payable
to such Lender with respect its Revolving Commitment of such Class on such date and (iii) the Borrower may, if it so elects, designate
a Person not theretofore a Lender and reasonably acceptable to the Administrative Agent (unless such Person is an Affiliate of
a Lender) (such approval not to be unreasonably withheld or delayed) and each Issuing Bank (such approval not to be unreasonably
withheld or delayed) to become a Lender, or agree with an existing Lender that such Lender’s applicable Revolving Commitment
shall be increased; provided that any designation or agreement may not increase the Revolving Commitment; provided,
further, that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with
the written consent of the Borrower, elect at any time prior to the applicable Revolving Maturity Date then applicable to its
Revolving Commitments of such Class to consent to the Borrower’s prior Extension Request by delivering a written notice
to such effect to the Borrower and the Administrative Agent, and upon the receipt by the Borrower and the Administrative Agent
of such notice, the applicable Revolving Maturity Date of each such Non-Extending Lender shall be extended to the date indicated
in the applicable Extension Request and such Non-Extending Lender shall be deemed to be an Extending Lender for all purposes hereunder.
On the date of termination of any Lender’s Revolving Commitment of the applicable Class as contemplated by this subsection
(d), the respective participations of the other Lenders in all outstanding Letters of Credit under the applicable Class shall
be redetermined on the basis of their respective Revolving Commitments with respect to such Class after giving effect to such
termination, and the participation therein of the Lender whose Revolving Commitment of the applicable Class is terminated shall
terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations
in Letters of Credit under the Revolving Facility within the limits of the Revolving Commitments which are not terminated, prepay
on such date a portion of the outstanding Revolving Loans under the Revolving Facility, and such redetermination and termination
of participations in outstanding Letters of Credit shall be conditioned upon its having done so.


 


(e)       The
Administrative Agent shall promptly notify the Lenders of the effectiveness of each Extension Agreement pursuant to this Section
2.25.


 


ARTICLE
III



Representations and Warranties


 


The Borrower
represents and warrants to the Lenders that:


 




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Section
3.01Organization; Powers. The Borrower and each Subsidiary is duly organized,
validly existing and, to the extent applicable in the relevant jurisdiction, in good standing under the laws of the jurisdiction
of its organization, has all requisite power and authority to carry on its business as now conducted and, to the extent applicable
in the relevant jurisdiction, is in good standing in and qualified to do business in, every jurisdiction where such qualification
is required, in each case, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


 


Section
3.02Authorization; Enforceability. The Transactions to be entered into by the
Borrower are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required,
shareholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document
to which the Borrower is to be a party, when executed and delivered by the Borrower, will constitute, a legal, valid and binding
obligation of the Borrower, 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.


 


Section
3.03Governmental Approvals; No Conflicts. The Transactions (a) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as
have been obtained or made and are in full force and effect or (ii) as could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate any applicable law or regulation or the charter or bye-laws of the Borrower or any order
of any Governmental Authority, in each case, except as could not reasonably be expected to result in a Material Adverse Effect),
(c) will not violate or result in a default under any material contractual obligation binding upon the Borrower or any of its
assets, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect and (d)
will not result in the creation or imposition of any Lien on any asset of the Borrower.


 


Section
3.04Financial Condition; No Material Adverse Change.


 


(a)       Delivery
of Financial Statements. The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements
of income, shareholders equity and cash flows for the Borrower as of and for the fiscal year ended November 30, 2017 reported
on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the
fiscal year ended February 29, 2018, certified by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash flows of the Borrower 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)       No
Material Change. Since November 30, 2017, there has been no material adverse change in the business, assets, operations or
financial condition of the Borrower and its Subsidiaries taken as a whole.


 


Section
3.05[Reserved].


 




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Section
3.06Litigation . There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or
any Subsidiary (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 (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.


 


Section
3.07Compliance with Laws. The Borrower and each Subsidiary is in compliance with
all laws, regulations and orders of any Governmental Authority applicable to it, except in each case where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section
3.08Investment Company Status. The Borrower is not, and is not required to be
registered as, an “investment company” under the Investment Company Act of 1940.


 


Section
3.09Taxes. The Borrower and each Subsidiary 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 actions and for which the Borrower or such Subsidiary,
as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.


 


Section
3.10ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such events for which liability is reasonably expected to occur, could reasonably be expected
to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the
assumptions used for purposes of Accounting Standards Codification Topic No. 715-30) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed an amount that if paid could reasonably be expected to result in a Material
Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions
used for purposes of Accounting Standards Codification Topic No. 715-30) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed an amount that if paid by could reasonably be expected to result in a Material Adverse
Effect.


 


Section
3.11Margin Securities. No part of the proceeds of any Loan will be used to purchase
or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock in violation of
the Regulations of the Board.


 


Section
3.12Use of Proceeds. The proceeds of the Loans will be used only for (a) the payment
of fees and expenses payable in connection with the Transactions, (b) to finance the Refinancing and (c) for other general corporate
purposes of the Borrower and its Subsidiaries.


 


Section
3.13OFAC and Anti-Corruption Laws. The Borrower has implemented and maintains
in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their directors,
officers, employees and agents with applicable Anti-Corruption Laws and Sanctions, and the Borrower and each of its Subsidiaries
and their


 




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respective directors (acting
within the scope of their relationship with the Borrower or the applicable Subsidiary) and officers and, to the knowledge of the
Borrower, employees and the Borrower’s agents (acting within the scope of their relationship with the Borrower), are in
compliance with all applicable Anti-Corruption Laws and Sanctions in all material respects. None of (i) the Borrower, any of its
Subsidiaries and their respective directors and officers or (ii) to the knowledge of the Borrower, agent or employee of the Borrower
or any Subsidiary that will act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person.


 


Section
3.14Patriot Act. To the extent applicable, the Borrower is in compliance, in all
material respects, with the Patriot Act.


 


ARTICLE
IV



Conditions


 


Section
4.01Effective 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 10.02):


 


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


 


(b)       Legal
Opinion. The Administrative Agent shall have received customary written opinions (addressed to the Administrative Agent and
the Lenders, dated the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent)
of counsel to the Borrower.


 


(c)       Corporate
Authorization Documents. The Administrative Agent shall have received (i) a certificate of the Borrower, dated the Effective
Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that attached
thereto are (x) a true and complete copy of the certificate of incorporation and memorandum of association of the Borrower,
which certificate of incorporation and memorandum of association have not been amended (except as attached thereto) since the
date reflected thereon, (y) a true and correct copy of the bye-laws of the Borrower which are in full force and effect, and (z) a
true and complete copy of the minutes, resolutions or written consent, as applicable, of its board of directors authorizing the
execution and delivery of the Loan Documents, which minutes, resolutions or consent have not been modified, rescinded or amended
(other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures
of the officers, directors or other authorized signatories of the Borrower authorized to sign the Loan Documents and (ii) a good
standing certificate (or equivalent certificate to the extent available and customary) for the Borrower from the relevant authority
of its jurisdiction of organization, dated as of a recent date.


 




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(d)       Closing
Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible
Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(e)       Fees.
The Administrative Agent shall have received all fees and other amounts due and payable pursuant to fee letters between the Borrower
and the Joint Bookrunners in respect of this Agreement on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) required
to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.


 


(f)       Refinancing.
The Administrative Agent shall have received evidence satisfactory to it that the Refinancing shall have taken place (or shall
take place substantially contemporaneously with the Effective Date).


 


(g)       Financial
Statements. The Administrative Agent and the Joint Bookrunners shall have received (i) the Audited Financial Statements and
(ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest
applicable Audited Financial Statements delivered pursuant to clause (i) of this paragraph and at least 45 days before the Effective
Date; provided that filing of the required financial statements on form 10-K and/or form 10-Q will satisfy the foregoing
requirements.


 


(h)       KYC
Information. The Administrative Agent shall have received all documentation and other information at least three days prior
to the Effective Date necessary to enable the Administrative Agent and the Lenders to identify the Borrower to the extent required
for compliance with the Patriot Act or other “know your customer” and anti-money laundering rules and regulations,
in each case, to the extent all such documentation and other information is requested at least ten Business Days prior to the
Effective Date.


 


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


 


Section
4.02Each 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 receipt of the
request therefor in accordance herewith and to the satisfaction of the following conditions:


 


(a)       Representations
and Warranties. The representations and warranties of the Borrower set forth in the Loan Documents (other than, with respect
to Loans made or Letters of Credit issued, amended, renewed or extended after the Effective Date, the representations and warranties
set forth in Sections ‎3.04(b) and ‎3.06) shall be true and correct in all material respects (or, in the
case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Borrowing after
giving effect to the Loans made on such date or the date of issuance, amendment, renewal or extension of such Letter of Credit,
after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit on such date, as applicable, except
to the extent such representations and warranties specifically relate to any earlier date in which case such representations and
warranties shall have been true and


 




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correct in
all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in
all respects as of such earlier date).


 


(b)       No
Default. 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 shall exist.


 


Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 


ARTICLE
V



Affirmative Covenants


 


Until the
Loan Obligations have been Fully Satisfied, the Borrower covenants and agrees with the Lenders that:


 


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


 


(a)       Annual
Financial Statements. Within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheets
and related statements of operations, cash flows and shareholders’ equity 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 Ernst & Young LLP 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 (other than any such exception or qualification resulting
from (i) the maturity of any Indebtedness occurring within the four fiscal quarter period following the relevant audit opinion
or (ii) any breach or anticipated breach of any financial covenant) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries
on a Consolidated basis in accordance with GAAP consistently applied;


 


(b)       Quarterly
Financial Statements. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower,
its consolidated balance sheet and related statements of operations, cash flows and shareholders’ equity 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 in the applicable Compliance Certificate as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)       Compliance
Certificate. Concurrently with any delivery of financial statements under clause (a) or (b) above, a duly executed Compliance
Certificate (which may be delivered by electronic communication (including fax or email)): (i) certifying as


 




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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 and (ii) setting forth reasonably detailed calculations demonstrating compliance with Article VII;


 


(d)       Public
Reports. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and
other materials filed by the Borrower with the Securities and Exchange Commission, or any analogous Governmental Authority with
jurisdiction over matters relating to securities, or distributed by the Borrower to its shareholders generally, other than any
Securities and Exchange Commission Form 4 filed by the Borrower or any Subsidiary;


 


(e)       KYC.
Promptly following any 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; and


 


(f)       Additional
Information. Promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative
Agent or any Lender may reasonably request.


 


Documents required to be delivered
pursuant to this Section 5.01 (to the extent any such documents are included in materials otherwise filed with the Securities
and Exchange Commission (or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange
Commission) or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to
securities) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website; or (ii) on which such documents
are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent).


 


The Borrower hereby acknowledges
that (i) the Administrative Agent and/or the Lead Arrangers may, but shall not be obligated to, make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”)
and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information within the meaning of the United States federal securities laws with respect to the Borrower or its Affiliates,
or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities
with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding
debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any
such securities (i) 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; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the


 




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Administrative Agent, the Lead
Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect
to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12);
(iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information;” and (iv) the Administrative Agent and the Lead Arrangers shall be required 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”; provided, notwithstanding the foregoing and for the avoidance of
doubt, it is understood and agreed that Borrower Materials that have been filed with the Securities and Exchange Commission (or
any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission) or posted on the
Borrower’s website and that are, in either case, generally publically available shall be construed as having been marked
“PUBLIC” in the form so filed or posted, unless the Borrower delivers written notice to the Administrative Agent to
the contrary.


 


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


 


(a)       Default.
The occurrence of any Default;


 


(b)       Notice
of Proceedings. The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting the Borrower or any Subsidiary thereof that could reasonably be expected to result in a Material Adverse
Effect;


 


(c)       ERISA
Event. 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding an amount that if paid
could reasonably be expected to result in a Material Adverse Effect.


 


(d)       Material
Adverse Effect. 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 of the Borrower 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
5.03Existence; Conduct of Business. The Borrower will do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03. The Borrower will,
and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect
the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names except to the extent that
the failure to so preserve, renew and keep in full force and effect any of the foregoing could not reasonably be expect to result
in a Material Adverse Effect.


 




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Section
5.04Payment of Taxes. The Borrower will, and will cause each Subsidiary to, pay
its material Tax liabilities, 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 actions, (b) the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation
and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect.


 


Section
5.05Insurance. Except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect, the Borrower will, and will cause each Subsidiary to, maintain, with financially sound and
reputable insurance companies (including captive insurers) insurance in such amounts (giving effect to any self-insurance) and
against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses
operating in the same or similar locations.


 


Section
5.06Books and Records and Inspection. The Borrower will keep proper books of record
and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and
activities. The Borrower will permit any representatives designated by the Administrative Agent (and, when an Event of Default
exists and is continuing, any Lender), upon reasonable prior 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
(provided that representatives of the Borrower may, if it so chooses, be present at or participate in any such discussion),
all at such reasonable times during normal business hours and as often as reasonably requested; provided that, as long
as no Event of Default then exists, the Administrative Agent will not be permitted to physically inspect the properties of the
Borrower more than once in any calendar year.


 


Section
5.07Compliance with Laws. The Borrower will, and will cause each Subsidiary to,
comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


Section
5.08Anti-Corruption Laws and Sanctions. The Borrower will maintain policies and
procedures reasonably designed to promote and achieve compliance by the Borrower and its Subsidiaries with applicable Anti-Corruption
Laws and Sanctions.


 


ARTICLE
VI



Negative Covenants


 


Until the
Loan Obligations have been Fully Satisfied, the Borrower covenants and agrees with the Lenders that:


 


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


 


(a)       Indebtedness
created under the Loan Documents;


 




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(b)       Indebtedness
existing on the Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts
paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or replacement and by an amount equal
to any existing commitments unutilized thereunder) or result in an earlier maturity date or, in the case of Indebtedness other
than revolving Indebtedness, decreased weighted average life thereof as long as: (i) such Indebtedness in any individual case
has an outstanding principal balance of $10,000,000 or less or (ii) to the extent the Indebtedness exceeds the limit in the immediately
preceding clause (i), such Indebtedness is described on Schedule 6.01 hereto or is otherwise permitted by this Section
6.01;


 


(c)       Indebtedness
of any Subsidiary to the Borrower or of any Subsidiary to any other Subsidiary;


 


(d)       Guarantees
by any Subsidiary of Indebtedness or other obligations of any other Subsidiary permitted hereunder;


 


(e)       Indebtedness
arising in connection with Hedge Agreements entered into not for speculative purposes and in the ordinary course of business;


 


(f)       Indebtedness
incurred on behalf of or representing Guarantees of Indebtedness of joint ventures in an aggregate principal amount not to exceed
$50,000,000 at any time outstanding; and


 


(g)       Indebtedness
for borrowed money, in addition to the Indebtedness otherwise permitted hereby, of any Subsidiary; provided that the aggregate
principal amount of Indebtedness permitted by this paragraph (g), when combined (without duplication) with the aggregate principal
amount of all secured obligations incurred pursuant to Section 6.02(e), shall not exceed 7.5% of Consolidated Total Assets
at any time outstanding.


 


Section
6.02Liens. The Borrower will not, nor will it 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, except:


 


(a)       Permitted
Encumbrances;


 


(b)       any
Lien on any asset of the Borrower or any Subsidiary existing on the Effective Date; provided that (i) such Lien shall not
apply to any other asset of the Borrower or any Subsidiary; (ii) such Lien shall secure only those obligations which it secures
on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount
thereof; and (iii) the aggregate book value of all assets encumbered by such Liens existing on the Effective Date does not exceed
$20,000,000 or (B) such Lien is described on Schedule 6.02 hereto or otherwise permitted by this Section 6.02;


 


(c)       any
Liens on property or assets of a Subsidiary to secure obligations to the Borrower;


 




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(d)       Liens
on Equity Interests or assets of any joint venture securing Indebtedness permitted pursuant to Section 6.01(f); and


 


(e)       other
Liens securing Indebtedness or other obligations; provided that the aggregate principal amount of such Indebtedness and
other obligations, when combined (without duplication) with the aggregate principal amount of Indebtedness incurred pursuant to
Section 6.01(g), does not exceed 7.5% of Consolidated Total Assets at any time outstanding.


 


Section
6.03Fundamental Changes. The Borrower will not merge into or consolidate or amalgamate
with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, transfer, lease
or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower
and its Subsidiaries, taken as a whole, 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:


 


(a)       the
Borrower may merge, consolidate or amalgamate into another Person; provided that the Borrower shall be the continuing or
surviving Person; and


 


(b)       the
Borrower may merge, consolidate or amalgamate into or sell, transfer, lease or otherwise dispose of all or substantially all the
assets of the Borrower and its Subsidiaries taken as a whole to another Person; provided that (i) the resulting, surviving
or transferee Person (the “Successor Borrower”) is a corporation, limited liability company or partnership
organized and validly existing under the laws of Bermuda, England and Wales or the United States of America or any state thereof
or the District of Columbia, (ii) the Successor Borrower executes, prior to or contemporaneously with the consummation of such
transaction, such agreements, if any, as are in the reasonable opinion of the Administrative Agent, necessary to evidence the
assumption by the Successor Borrower of liability for all of the obligations of the Borrower hereunder and the other Loan Documents
and expressly assumes all of the obligations of the Borrower under the Loan Documents, (iii) the Successor Borrower shall cause
to be delivered to the Administrative Agent and the Lenders such legal opinions (which may be from in-house counsel) as any of
them may reasonably request in connection with the matters specified in the preceding clause (ii) and (iv) the Successor Borrower
shall provide such information as each Lender or the Administrative Agent reasonably requests in order to perform its “know
your customer” due diligence with respect to the Successor Borrower, including a Beneficial Ownership Certification if the
Successor Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.


 


Section
6.04Anti-Corruption Laws and Sanctions. No Borrowing will be made nor the proceeds
thereof used directly or, to the knowledge of the Borrower indirectly (a) for the purpose of funding payments to any officer or
employee of a Governmental Authority, or any Person controlled by a Governmental Authority, or any political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity, in violation of applicable Anti-Corruption
Laws or otherwise 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 Anti-Corruption Laws, (b) for the purpose of financing the activities of or any transactions
with any Sanctioned Person or Sanctioned Country, except to the extent licensed by


 




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OFAC or otherwise
authorized under U.S. law or (c) in any other manner that would result in a violation of any Sanctions applicable to any party
hereto.


 


ARTICLE
VII



Financial Covenants


 


Until the
Loan Obligations have been Fully Satisfied, the Borrower covenants and agrees with the Lenders that:


 


Section
7.01Interest Coverage Ratio. As of the last day of each Test Period, the Borrower
will not permit the Interest Coverage Ratio calculated as of such date to be less than 3.00 to 1.00.


 


Section
7.02Leverage Ratio. As of the last day of each Test Period, the Borrower will
not permit the Leverage Ratio calculated as of such date to exceed 3.75 to 1.00 (such maximum ratio, the “Maximum Leverage
Ratio”).


 


Notwithstanding
the foregoing, if, with respect to any fiscal quarter of the Borrower: (a) the Borrower or any Subsidiary has entered into an
acquisition or similar investment in such fiscal quarter and (b) the sum of the consideration paid for such acquisition or similar
investment plus the aggregate consideration paid by the Borrower and its Subsidiaries for all such acquisitions and similar investments
consummated during that same fiscal quarter and the immediately preceding fiscal quarter, is equal to or greater than $100,000,000
(the requirements of clauses (a) and (b), herein the “Acquisition Threshold”), then the Borrower may declare
such fiscal quarter to be a Trigger Quarter, such election to be made by the Borrower on or before the Election Date for such
fiscal quarter. If the Borrower has notified the Administrative Agent in writing that an Acquisition Threshold has been achieved
and has elected a Trigger Quarter or shall be deemed to have selected a Trigger Quarter, then the Maximum Leverage Ratio shall
be increased to 4.00 to 1.00 during the related Elevated Leverage Period. Once a Trigger Quarter is elected or deemed elected,
no subsequent Trigger Quarter may be elected or deemed elected by the Borrower unless and until the actual Leverage Ratio is less
than or equal to 3.75 to 1.00 as of the end of two consecutive fiscal quarters of the Borrower after the election.


 


ARTICLE
VIII



Events of Default


 


Section
8.01Events of Default; Remedies. If any of the following events (“Events
of Default”) shall occur:


 


(a)       Principal
Payment. The 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, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;


 


(b)       Interest
and Fee Payments. (i) The Borrower shall fail to pay any interest on any Loan or any fee payable under this Agreement or any
other Loan Document,


 




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when and as
the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days or (ii)
the Borrower shall fail to pay any other amount (other than an amount referred to in clause (a) or (b)(i) of this Section 8.01)
payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of seven (7) Business Days;


 


(c)       Representation
or Warranties. Any representation, warranty or certification that is not qualified by a materiality standard and is made or
deemed made by or on behalf of the Borrower in or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection
with any 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 or any representation, warranty or certification that is qualified by a materiality
standard and is made or deemed made by or on behalf of the Borrower in or in connection with any Loan Document or any amendment
or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant
to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have
been incorrect when made or deemed made; provided that, in each case, such inaccuracies, to the extent capable of being
corrected, are not corrected within thirty (30) days;


 


(d)       Covenant
Violation; Immediate Default. The Borrower shall fail to observe or perform any covenant, condition or agreement contained
in Sections 5.02, 5.03 (with respect to the existence of the Borrower) or in Article VI or in Article
VII;


 


(e)       Covenant
Violation with Cure Period. The Borrower shall fail to observe or perform any covenant, condition or agreement contained in
any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and
such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);


 


(f)       Cross
Payment Default. The Borrower or any Subsidiary shall default in 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 beyond any applicable period
of notice and grace provide with respect thereto;


 


(g)       Cross
Covenant Default. Any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits 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,
prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;


 


(h)       Involuntary
Bankruptcy. An involuntary proceeding shall be commenced or an involuntary petition or proposal shall be filed seeking (i)
liquidation, reorganization, dissolution, winding up, administration or other relief in respect of the Borrower


 




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or any Material
Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state, provincial or foreign examinership,
bankruptcy, arrangement, liquidation, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, interim receiver, examiner, administrator, trustee, custodian, monitor, sequestrator, conservator or similar official
for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, 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)       Voluntary
Bankruptcy. The Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition or
proposal seeking liquidation, reorganization or other relief under any Federal, state, provincial or foreign examinership, bankruptcy,
arrangement (voluntary or by way of scheme of arrangement or otherwise) insolvency, receivership, dissolution, winding up, administration,
liquidation 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 Section 8.01, (iii) apply for or consent
to the appointment of a receiver, interim receiver, trustee, custodian, monitor, sequestrator, conservator or similar official
for the Borrower or any Material 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)       Other
Insolvency. The Borrower or any Material Subsidiary shall (i) become unable, admit in writing its inability or fail generally
to pay its debts as they become due, (ii) suspend or threaten to suspend making payments on any of its debts by reason of actual
anticipated financial difficulties or (iii) commence negotiation with one or more of its creditors with a view to rescheduling
any of its debt;


 


(k)       Judgments.
One or more judgments for the payment of money in an aggregate amount in excess of $150,000,000 shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 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 Borrower or any Subsidiary to enforce any such judgment;


 


(l)       ERISA
Events. An ERISA Event shall have occurred or a Lien on any assets of the Borrower or any ERISA Affiliate shall have been
imposed under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA, in each case, that, in the reasonable opinion of
the Administrative Agent, when taken together with all other ERISA Events that have occurred and all other Liens on assets of
the Borrower, the Borrower or any ERISA Affiliate imposed under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA,
could reasonably be expected to result in a Material Adverse Effect;


 


(m)       Invalidity
of Loan Documents. Any material provision of any Loan Document shall at any time for any reason cease to be valid, binding
and enforceable against the Borrower; the validity, binding effect or enforceability of any Loan Document against the Borrower
shall be contested by the Borrower; the Borrower shall deny that it has any or


 




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further liability
or obligation under any Loan Document; or any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective
or inoperative or in any material way cease to give or provide to Administrative Agent and the Lenders the benefits purported
to be created thereby; or


 


(n)       Change
in Control. A Change in Control shall occur;


 


then, and in
every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any
time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and
at the request of the Required Lenders shall, by notice to the Borrower, take any or all 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 Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other
notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described
in clause (h) or (i) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other
notice of any kind, all of which are hereby waived by the Borrower, and (iii) exercise any and all other rights and remedies afforded
by the laws of the State of New York or any other jurisdiction, by any of the Loan Documents, by equity, or otherwise.


 


Section
8.02Performance by the Administrative Agent. If the Borrower shall fail to perform
any covenant or agreement in accordance with the terms of the Loan Documents, the Administrative Agent may, and shall at the direction
of the Required Lenders, perform or attempt to perform such covenant or agreement on behalf of the Borrower. In such event, the
Borrower shall, at the request of the Administrative Agent promptly pay any amount expended by the Administrative Agent or the
Lenders in connection with such performance or attempted performance to the Administrative Agent, together with interest thereon
at the interest rate provided for in Section 2.13(d) from and including the date of such expenditure to but excluding the
date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that neither the Administrative Agent
nor any Lender shall have any liability or responsibility for the performance of any obligation of the Borrower under any Loan
Document.


 


Section
8.03Limitation on Separate Suit. No suit shall be brought against the Borrower
on account of the Loan Obligations except by the Administrative Agent, acting upon the written instructions of the Required Lenders.


 


ARTICLE
IX



The Administrative Agent


 




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Section
9.01Appointment 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 the
Borrower shall not have rights as a third party beneficiaries 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
9.02Rights as a Lender. The Person serving as the Administrative Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were
not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.
Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in
any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


 


Section
9.03Exculpatory Provisions. The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative
in nature. Without limiting the generality of the foregoing, the Administrative Agent, (a) shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including
for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect
a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in


 




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good faith shall be necessary,
under the circumstances as provided in Section 10.02) or (ii) in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative
Agent by the Borrower, a Lender or the Issuing Bank.


 


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


 


Section
9.04Reliance by the 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 Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


Section
9.05Delegation 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.


 




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Section
9.06Resignation of Administrative Agent. (a)The Administrative Agent may at
any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided
that consultation with the Borrower in connection with the appointment of any successor Administrative Agent shall only be
required so long as no Event of Default has occurred and is continuing. 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. Whether or not a successor has been appointed, such
resignation shall become effective in accordance with such notice on the Resignation Effective Date.


 


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


 


(c)       With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) 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 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 Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative
Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03
shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative
Agent was acting as Administrative Agent.


 




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(d)       Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Issuing
Bank and Swingline 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 Loan Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or
fund risk participations in unreimbursed amounts pursuant to Section 2.05(e). If Bank of America resigns as Swingline
Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make ABR Loans
or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the
Borrower of a successor Issuing Bank or Swingline 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 Swingline Lender, as applicable, (b) the retiring Issuing Bank and Swingline 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.


 


Section
9.07Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the
Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 


Section
9.08No Other Duties, Etc.. Anything herein to the contrary notwithstanding, none
of the Joint Bookrunners, Lead Arrangers or Syndication Agents 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
9.09Powers and Immunities of Fronting Parties. No Fronting Party nor any of its
Related Parties shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection
with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the generality of
the preceding sentence, each Fronting Party: (a) shall have no duties or responsibilities except those expressly set forth in
the Loan Documents, and shall not by reason of any Loan Document be a trustee or fiduciary for any Lender or for the Administrative
Agent, (b) shall not be required to initiate any litigation or collection proceedings under any Loan Document, (c) shall not be
responsible to any Lender or the Administrative Agent for any recitals, statements, representations, or warranties contained in
any Loan Document, or any certificate or other documentation referred to or provided for in,


 




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or received
by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Loan
Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its
obligations thereunder, (d) may consult with legal counsel (including counsel for the Borrower), independent public accountants,
and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants, or experts, and (e) shall incur no liability under or in respect of any Loan Document
by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent
by the proper party or parties. As to any matters not expressly provided for by any Loan Document, each Fronting Party shall in
all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the
Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders and the Administrative Agent; provided, however, that no Fronting Party shall be
required to take any action which exposes it to personal liability or which is contrary to any Loan Document or applicable law.


 


Section
9.10Lender Affiliates Rights. By accepting the benefits of the Loan Documents,
any Affiliate of a Lender that is owed any Loan Obligation is bound by the terms of the Loan Documents. But notwithstanding the
foregoing: (a) neither the Administrative Agent, any Lender nor the Borrower shall be obligated to deliver any notice or communication
required to be delivered to any Lender under any Loan Documents to any Affiliate of any Lender; and (b) no Affiliate of any Lender
that is owed any Loan Obligation shall be included in the determination of the Required Lenders or entitled to consent to, reject,
or participate in any manner in any amendment, waiver or other modification of any Loan Document. The Administrative Agent shall
not have any liabilities, obligations or responsibilities of any kind whatsoever to any Affiliate of any Lender who is owed any
Loan Obligation. The Administrative Agent shall deal solely and directly with the related Lender of any such Affiliate in connection
with all matters relating to the Loan Documents. The Loan Obligation owed to such Affiliate shall be considered the Loan Obligation
of its related Lender for all purposes under the Loan Documents and such Lender shall be solely responsible to the other parties
hereto for all the obligations of such Affiliate under any Loan Document.


 


Section
9.11Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of
the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto
to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Lead Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower 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


 




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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, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


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


 


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


 


(b) In addition,
unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided
another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of the Borrower or any other Loan Party, that:


 


(i) none of
the Administrative Agent or any Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any 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),


 




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(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 any Lead Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c) The Administrative
Agent and each Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment
advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain
if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest
in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.


 


ARTICLE
X



Miscellaneous


 


Section
10.01Notices. Except in the case of notices and other communications expressly
permitted to be given by telephone or other means, 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:


 


(i)       if
to the Borrower, at 15 Inverness Way East, Englewood, Colorado 80112, Attention: Executive Vice President and Chief Financial
Officer, Telecopy: 303-754-4025; Email: Todd.Hyatt@ihsmarkit.com; with copies to:


 


(A)       Sari
Granat, Executive Vice President and General Counsel, IHS Markit Ltd., 25 Ropemaker Street, 4th floor Ropemaker Place, London,
United Kingdom EC2Y 9LY, Attention: Legal Department; Telephone: +44 20 7260 2000; Email: Sari.Granat@ihsmarkit.com


 




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(B)       Grant
Nicholson, Treasurer, IHS Markit Ltd., 15 Inverness Way East, Englewood, Colorado 80112; Telephone: (303)-858-6299, Telecopy:
303-754-4025; Email: Grant.Nicholson@ihsmarkit.com; and


 


(C)       Kathryn
Owen, VP Finance, IHS Markit Ltd., The Capitol Building, Oldbury, Bracknell, Berkshire, United Kingdom RG12 8FZ; Telephone: +44
(0) 166 650 1283; Email: Katy.Owen@ihsmarkit.com.


 


(ii)       if
to the Administrative Agent, the Issuing Bank or the Swingline Lender, to Bank of America, N.A., Bank of America Plaza, 901 Main
St., Dallas, TX 75202-3714; Mailcode: TX1-492-14-11; Attention: Michelle Diggs; Telephone: 972-338-3812; Telecopy: 214-290-9463;
Email: michelle.diggs@baml.com; and


 


(iii)       if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices and other communications
to the Lenders 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 Swingline Lender, the Issuing Bank or the Borrower may each, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or communications. Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt, subject to the next paragraph.


 


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.


 


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


 




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STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the 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 Borrower’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.


 


Section
10.02Waivers; Amendments.


 


(a)       No
Waiver; Rights Cumulative. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising,
and no course of dealing with respect to, 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 the 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.


 


(b)       Amendments.
Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
(x) pursuant to an Increased Commitment Supplement executed in accordance with the terms and conditions of Section 2.21
which only needs to be signed by the Borrower, the Administrative Agent and the Lenders increasing or providing new Revolving
Commitments, (y) pursuant to an Extension Agreement executed in accordance with the terms and conditions of Section 2.25
which only needs to be signed by the Borrower, the Administrative Agent and the Extending Lenders and (z) in the case of this
Agreement and any circumstance other than as described in clauses (x) and (y), pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required
Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce 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 affected thereby, (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


 




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Commitment,
without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that
would alter the pro rata sharing of payments 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 of any Loan Document specifying
the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make
any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as
the case may be), or (vi) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights
in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without
the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each affected
Class; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent,
the Issuing Bank or the Swingline Lender, as the case may be, and (B) any waiver, amendment or modification of this Agreement
that by its terms affects the rights or duties under this Agreement of the Revolving Lenders or the Term Lenders but not any other
group of Lenders, may be effected by an agreement or agreements in writing entered into by the Borrower and requisite percentage
in interest of the affected Class of Lenders.


 


Notwithstanding
anything herein to the contrary, (i) solely with the written consent of the Issuing Bank, this Agreement may be amended, modified
or supplemented (x) to increase or decrease the limit on the LC Exposure contained in Section 2.05(b)(i) or (y) waive,
amend or modify any condition precedent set forth in Section 4.02 hereof as it pertains to the issuance, amendment renewal
or extension of any Letter of Credit; (ii) solely with the written consent of the Swingline Lender and the Administrative
Agent, this Agreement may be amended, modified or supplemented (x) to increase or decrease the amount of the Swingline Loan commitment
contained in Section 2.04(a)(i) or (y) as necessary and appropriate, in the reasonable opinion of the Administrative Agent
and the Swingline Lender, to permit the Swingline Lender to make Swingline Loans in currencies other than Dollars; and (iii) the
Borrower and the Administrative Agent may, without the input or consent of any other Lender (other than the relevant Lenders providing
Loans under such Sections), effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable
opinion of the Borrower and the Administrative Agent (x) to effect the provisions of Sections 2.21 or 2.25, or any
other provision specifying that any waiver, amendment or modification may be made with the consent or approval of the Administrative
Agent and (y) if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency,
obvious error, omission or any other error or omission of a technical nature or any necessary or desirable technical change, in
each case, in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such
provision solely to address such matter. Notification of such amendments shall be made by the Administrative Agent to the Lenders
promptly upon any such amendment becoming effective, provided, that failure of the Administrative Agent to provide such
notice shall not render any such amendment ineffective.


 


(c)       Replacement
of Lenders. 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


 




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not obtained
(any such Lender whose consent is not obtained as described in paragraph (b) of this Section being referred to as a “Non-Consenting
Lender”), then, the Borrower 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 10.04), 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) unless the assignee is a Lender or an Affiliate of a Lender, the Borrower shall have received the prior written consent
of the Administrative Agent, which consent shall not unreasonably be withheld, (b) if a Revolving Commitment or Revolving Loans
are being assigned, the Borrower shall have received the prior written consent of the Issuing Banks, which consent shall not unreasonably
withheld or delayed, (c) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal
of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (d) the Borrower
or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b).
Notwithstanding the foregoing, a Non-Consenting Lender shall be deemed to have assigned all of its rights, interests and obligations
under this Agreement upon its receipt of the amounts described in the preceding clause (c).


 


Section
10.03Expenses; Indemnity; Damage Waiver.


 


(a)       Expenses.
The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent,
the Joint Bookrunners and the Lead Arrangers and their respective Affiliates (limited, in the case of legal fees and expenses,
to the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and the Joint Bookrunners taken
as a whole) in connection with the syndication of the credit facilities provided for herein, the preparation and administration
of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable 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
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (limited, in the case of legal fees
and expenses, to the reasonable fees, charges and disbursements of one counsel for the Administrative Agent, the Issuing Bank
and the Lenders, taken as a whole) in connection with the enforcement or protection of its rights in connection with the Loan
Documents, 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.


 


(b)       Indemnity.
The Borrower indemnifies the Administrative Agent, the Syndication Agents, the Lead Arrangers 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 holds each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the
case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel for the Indemnitees, taken as
a whole, and, if reasonably


 




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necessary,
a single local counsel for the Indemnitees, taken as a whole, in each relevant jurisdiction (and, in the case of an actual or
perceived conflict of interest, an additional outside counsel in each applicable jurisdiction of the Indemnitees, taken as a whole)),
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 other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents
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 comply with the terms of
such Letter of Credit), (iii) to the extent related to the foregoing clauses (i) or (ii), any actual or alleged presence or release
of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary, or any
Environmental Liability related in any way to the Borrower or any Subsidiary, (iv) the failure to pay any Loan or LC Disbursement
denominated in an Available Currency, or any interest thereon, in the Available Currency in which such Loan was originally made
or applicable Letter of Credit issued or (v) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment
to have resulted from (x) the material breach of the obligations of such Indemnitee under the Loan Documents or the bad faith,
gross negligence or willful misconduct of such Indemnitee or (y) disputes solely among the Indemnitees (other than any claims
against the Administrative Agent, Joint Bookrunners or Lead Arrangers in their respective capacities as the administrative agent,
a joint bookrunner or a lead arranger hereunder and other than any claims arising out of any act or omission on the part of the
Borrower or its Affiliates). No Indemnitee 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 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 non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 10.03(b) shall
not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities in respect of a non-Tax claim.


 


(c)       Lenders’
Agreement to Pay. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative
Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes
hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving
Exposures and unused Commitments at the time.


 




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(d)       Waiver
of Damages. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect, incidental, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, the Loan Documents or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)       Payment.
All amounts due under this Section shall be payable not later than 10 days after written demand therefor.


 


Section
10.04Successors and Assigns.


 


(a)       Successors
and Assigns. The provisions of this Agreement are 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, any Affiliate
of a Lender who is owed any of the Loan Obligations and any Indemnitee), except that (i) other than in accordance with Section
6.03(b), the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void)
and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
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, any Affiliate of a Lender who is owed any of the Loan Obligations and any Indemnitee), 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)       Assignment.
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than
the Borrower, any Subsidiary, a natural person or a Disqualified Institution so long as the list of Disqualified Institutions
is provided by the Administrative Agent to any Lender upon request) all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment (including any Incremental Commitment added pursuant to Section 2.21)
and the Loans at the time owing to it) with the prior written consent of:


 


(A)       the
Borrower, which shall not be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required
for an assignment of any (x) Revolving Commitment to an assignee that is a Lender with a Revolving Commitment, an Affiliate of
a Lender or an Approved Fund immediately prior to giving effect to such assignment, (y) all or any portion of a Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment or (z) Revolving Commitments
or all or any portion of a Term loan to any other Person, if a Payment or Bankruptcy Event of Default exists; provided further
that the Borrower shall be deemed to have consented to any such assignment unless it


 




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shall
object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof;


 


(B)       the
Administrative Agent, which shall not be unreasonably withheld or delayed; provided that no consent of the Administrative
Agent shall be required for an assignment of any (x) Revolving Commitment to an assignee that is a Lender with a Revolving Commitment,
an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment or (y) all or any portion of
a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund immediately prior to giving effect to such assignment or;


 


(C)       with
respect to any assignment of a Revolving Commitment, the Issuing Bank, which shall not be unreasonably withheld or delayed; provided
that no consent of the Issuing Bank shall be required (x) for an assignment of all or any portion of a Term Loan or (y) if
no LC Exposure is outstanding and the commitment of such Issuing Bank to issue Letters of Credit has terminated; and


 


(D)       with
respect to any assignment of a Revolving Commitment, the Swingline Lender, which shall not be unreasonably withheld or delayed;
provided that no consent of the Swingline Lender shall be required (x) for an assignment of all or any portion of a Term
Loan or (y) if no Swingline Exposure is outstanding and the commitment of the Swingline Lender hereunder to make Swingline Loans
has terminated.


 


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


 


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) (i) shall not be less than $10,000,000 and (ii) shall not reduce the assigning Lender’s Commitment to less than $10,000,000
unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower
shall be required if a Payment or Bankruptcy Event of Default exists;


 


(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 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;


 




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(C)       each
assignment by any Revolving Lender shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations in respect of Revolving Loans and Revolving Commitments; and


 


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


 


For the purposes
of this Section 10.04(b), the term “Approved Fund” means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of
its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


The Administrative
Agent shall not be responsible for monitoring the Disqualified Institutions list and shall have no liability for non-compliance
by any Lender. The Disqualified Institutions list shall be made available to any Lender upon request to the Administrative Agent.


 


(iii)       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 Sections
2.15, 2.16, 2.17 and 10.03). If any such assignment by a Lender holding a promissory note hereunder occurs
after the issuance of any promissory note pursuant to Section 2.09(e) to such Lender, the assigning Lender shall, upon
the effectiveness of such assignment or as promptly thereafter as practicable, surrender such promissory note to the Administrative
Agent for cancellation, and thereupon the Borrower shall issue and deliver a new promissory note, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new commitments
and/or outstanding Loans of the assignee and/or the assigning Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)       The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices outside the United
Kingdom 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


 




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Borrower,
the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 


(v)       Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in
the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to this Agreement or any other Loan Document, the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been
made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(c)       Participations.
(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any
other Lender, sell participations to one or more banks or other entities (other than a Disqualified Institution so long as the
list of Disqualified Institutions is provided by the Administrative Agent to any Lender upon request) (a “Participant”)
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
Borrower, 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 Agreement. 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 10.02(b) that affects such Participant. Subject to paragraph (c)(ii)
of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 (subject to the requirements and limitations therein, including the requirements under Sections 2.17(e)
and 2.17(g) (it being understood that the documentation required under Sections 2.17(e) and 2.17(g) shall
be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c)
as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain at one of its offices outside of the United Kingdom a register on which it enters the name and
address of each Participant and the principal


 




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amounts (and
stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to
establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall
treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(ii)       A
Participant shall not be entitled to receive any greater payment under Sections 2.15 or 2.17 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. 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 the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Sections
2.17(e) or 2.17(g) as though it were a Lender.


 


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


 


(e)       Resignation
as Issuing Bank or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any
time Bank of America or JPMorgan assigns all of its respective Revolving Commitments and Revolving Loans pursuant to subsection
(b) above, (i) Bank of America or JPMorgan, as applicable may, upon 30 days’ notice to the Borrower and the
Lenders, resign as Issuing Bank and/or (ii) Bank of America may upon 30 days’ notice to the Borrower, resign as Swingline
Lender. In the event of any such resignation as Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor Issuing Bank or Swingline Lender hereunder (subject to such Lender’s acceptance of its appointment
as Issuing Bank or Swingline Lender); provided, however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America or JPMorgan as Issuing Bank or Bank of America as Swingline Lender hereunder,
as the case may be. If Bank of America or JPMorgan, as applicable, resigns as Issuing Bank, it shall retain all the rights, powers,
privileges and duties of the Issuing Bank hereunder with respect to all of its respective Letters of Credit outstanding as of
the effective date of its resignation as Issuing Bank and all obligations with respect thereto (including the right to require
the Lenders to make ABR Loans or fund risk participations in unreimbursed amounts pursuant to Section 2.05(e)). If
Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder


 




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with respect
to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the
Lenders to make ABR Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c).
Upon the appointment of a successor Issuing Bank and/or Swingline Lender (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline 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 or JPMorgan, as applicable, to effectively
assume the obligations of Bank of America or JPMorgan, as applicable, with respect to such Letters of Credit.


 


Section
10.05Survival. All covenants, agreements, representations and warranties made
by the Borrower 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 until the Loan Obligations have been Fully Satisfied. The provisions
of Sections 2.15, 2.16, 2.17 and 10.03 and Article IX 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 provision hereof.


 


Section
10.06Counterparts; Integration; Effectiveness. 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 embody the final, entire agreement among the parties relating
to the subject matter hereof and supersede any and all previous commitments, agreements, representations and understandings, whether
oral or written, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous
or subsequent oral agreements or discussions of the parties hereto. 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 or other electronic communication shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


Section
10.07Severability. Any provision of this Agreement held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 




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Section
10.08Right of Setoff. If an Event of Default exists, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations
of that Borrower now or hereafter existing under this Agreement or the other Loan Documents held by such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which
such Lender may have. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application
made by such Lender, provided that the failure to give such notice shall not affect the validity of such application.


 


Section
10.09Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)       Governing
Law. This Agreement and all claims and causes of action arising out of this Agreement or any other Loan Document shall be
governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict
of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made
by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended
(as and to the extent applicable), and other applicable law.


 


(b)       Jurisdiction.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
THE SUPREME COURT 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, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)       Venue.
Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating


 




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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 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 to this Agreement irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law. Each party hereby irrevocably waives any objection to such service of process
and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other
Loan Document that service of process was in any way invalid or effective. Nothing herein shall affect the right of the Administrative
Agent or any other Creditor to serve process in another manner permitted by law or to commence legal proceedings or otherwise
proceed against the Borrower in any other jurisdiction.


 


Section
10.10WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section
10.11Headings. 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
10.12Confidentiality. Each of the Administrative Agent, the Issuing Bank and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other
advisors (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 requested by any regulatory authority
(including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to the recipient
of such Information entering into 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 or obligations under this Agreement
or


 




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(ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations
(provided that, no information may be provided to any Disqualified Institution or person who is known to be acting for
a Disqualified Institution, in each case, to the extent that the list of Disqualified Institutions has been made available to
the disclosing Lender), (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or
any Lender on a non-confidential basis from a source other than the Borrower and other than as a result of a breach known to such
party by such source of any confidentially agreement binding upon the source or (i) subject to the recipient of such Information
entering into an agreement containing provisions substantially the same as those of this Section, to any credit insurance provider
relating to the obligations under this Agreement. For the purposes of this Section, “Information” means all
information received from the Borrower relating to the Borrower or its Subsidiaries, other than any such information that is available
to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


Section
10.13Maximum Interest Rate.


 


(a)       Limitation
to Maximum Rate; Recapture. No interest rate specified in any Loan Document shall at any time exceed the Maximum Rate. If
at any time the interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed
the Maximum Rate, thereby causing the interest accruing on such obligation to be limited to the Maximum Rate, then any subsequent
reduction in the Contract Rate for such obligation shall not reduce the rate of interest on such obligation below the Maximum
Rate until the aggregate amount of interest accrued on such obligation equals the aggregate amount of interest which would have
accrued on such obligation if the Contract Rate for such obligation had at all times been in effect. As used herein, the term
“Maximum Rate” means, at any time with respect to any Lender, the maximum rate of nonusurious interest under
applicable law that such Lender may charge the Borrower. The Maximum Rate shall be calculated in a manner that takes into account
any and all fees, payments, and other charges contracted for, charged, or received in connection with the Loan Documents that
constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting
from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate.


 


(b)       Cure
Provisions. No provision of any Loan Document shall require the payment or the collection of interest in excess of the maximum
amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated
to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section
shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be
obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or


 




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detention of
sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount
which would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the
principal of the obligations outstanding hereunder, and, if the principal of the obligations outstanding hereunder has been paid
in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable
exceeds the Maximum Rate, the Borrower and each Lender shall, to the extent permitted by applicable law, (a) characterize any
non-principal payment as an expense, fee, or premium rather than as 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
entire contemplated term of the obligations outstanding hereunder so that interest for the entire term does not exceed the Maximum
Rate.


 


Section
10.14No Duty. All attorneys, accountants, appraisers, and other professional Persons
and consultants retained by the Administrative Agent or any Lender shall have the right to act exclusively in the interest of
the Administrative Agent and the Lenders and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or
obligation of any type or nature whatsoever to the Borrower, any of its respective Equity Interest holders or any other Person.


 


Section
10.15No Fiduciary Relationship. The Borrower hereby acknowledges and agrees that
(a) no fiduciary, advisory or agency relationship between the Borrower and the Lender Parties is intended to be or has been created
in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the
Lender Parties have advised or are advising the Borrower on other matters, and the relationship between the Lender Parties, on
the one hand, and the Borrower, on the other hand, in connection herewith and therewith is solely that of creditor and debtor,
(b) the Lender Parties, on the one hand, and the Borrower, on the other hand, have an arm’s length business relationship
that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty to the Borrower or its affiliates
on the part of the Lender Parties, (c) the Borrower is capable of evaluating and understanding, and the Borrower understand and
accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the
Borrower has been advised that the Lender Parties are engaged in a broad range of transactions that may involve interests that
differ from the Borrower’s interests and that the Lender Parties have no obligation to disclose such interests and transactions
to the Borrower, (e) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent the Borrower
has deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Lender
Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of its
affiliates or any other Person, (g) none of the Lender Parties has any obligation to the Borrower or its affiliates with respect
to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein
or therein or in any other express writing executed and delivered by such Lender Party and the Borrower or any such affiliate
and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lender Parties or among the Borrower and the Lender Parties.


 




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Section
10.16Construction. The Borrower (by its execution of the Loan Documents to which
it is a party), the Administrative Agent and each Lender acknowledges that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents
shall be construed as if jointly drafted by the parties thereto.


 


Section
10.17Independence of Covenants. All covenants under the Loan Documents shall be
given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that
it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence
of a Default if such action is taken or such condition exists.


 


Section
10.18Electronic Execution of Assignments and Certain Other Documents. The words
“execute,” “execution,” “signed,” “signature,” and words of like import in or
related 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, 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
10.19USA PATRIOT Act. Each Lender that is subject to the Patriot Act and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to
obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all
documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot
Act.


 


Section
10.20[Reserved].


 


Section
10.21Judgment Currency. This is an international loan transaction in which the
specification of the applicable currency of payment is of the essence, and the stipulated currency shall in each instance be the
currency of account and payment in all instances. A payment obligation in one currency under the Loan Documents (the “Original
Currency”) shall not be discharged by an amount paid in another currency (the “Other Currency”),
whether pursuant to


 




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any judgment
expressed in or converted into any Other Currency except to the extent that such tender results in the effective receipt by the
payee of the full amount of the Original Currency payable to such payee. If for the purpose of obtaining judgment in any court
it is necessary to convert a sum due under any Loan Document in the Original Currency into the Other Currency, the rate of exchange
that shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase
the Original Currency at the relevant office with the Other Currency on the Business Day next preceding the day on which such
judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the relevant payee under any Loan
Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually
applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled
Person of any sum adjudged to be due hereunder in the Other Currency such Entitled Person may in accordance with normal banking
procedures purchase the Original Currency with the amount of the judgment currency so adjudged to be due; and the Borrower, as
a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such
Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally due to such Entitled Person
in the Original Currency hereunder exceeds the amount of the Other Currency so purchased.


 


Section
10.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any Lender 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 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.


 




    106


    


    

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.


 





	 	 	 	IHS
                    MARKIT LTD.





 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Todd S. Hyatt


	 
	 	 	 	 	Name:	Todd
    S. Hyatt


	 
	 	 	 	 	Title:	Executive
    Vice President and Chief Financial Officer


	 
	 	 	 	 	 	 	 


 


 



 


 






    
[Signature Page to Credit Agreement]
 



     


    

 


 





	 	 	 	Agents and Lenders:	 
	 	 	 	 	 	 	 
	 	 	 	 BANK OF AMERICA, N.A.,	 
	 	 	 	 as Administrative Agent	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Angela Larkin    	 
	 	 	 	 	Name:	Angela Larkin	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 


 


 



    
[Signature Page to Credit Agreement]
 



     


    



 


 


	 	 	 	 BANK OF AMERICA, N.A.,	 
	 	 	 	 as a Lender, Issuing Bank and Swingline Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Janet Fung    	 
	 	 	 	 	Name:	Janet Fung	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 





 


 


 



    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 JPMORGAN CHASE BANK,	 
	 	 	 	 as a Lender and Issuing Bank	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Maria Riaz    	 
	 	 	 	 	Name:	MARIA RIAZ	 
	 	 	 	 	Title:	VICE PRESIDENT	 
	 	 	 	 	 	 	 





 


 


 


 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 HSBC BANK PLC, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Mojtaba Rouholamin    	 
	 	 	 	 	Name:	Mojtaba Rouholamin	 
	 	 	 	 	Title:	Associate Director	 
	 	 	 	 	 	 	 





 








    
[Signature Page to Credit Agreement]
 



     


    






	 	 	 	 Citibank, N.A., London Branch, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Caryn Bell    	 
	 	 	 	 	Name:	Caryn Bell	 
	 	 	 	 	Title:	Director	 
	 	 	 	 	 	 	 









    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Royal Bank of Canada, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Alexander Oliver    	 
	 	 	 	 	Name:	Alexander Oliver	 
	 	 	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 	 	 





 


 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 WELLS FARGO BANK, NATIONAL	 
	 	 	 	 ASSOCIATION, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Spencer Ferry    	 
	 	 	 	 	Name:	Spencer Ferry	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Barclays Bank PLC, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Sydney Dennis    	 
	 	 	 	 	Name:	Sydney Dennis	 
	 	 	 	 	Title:	Director	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


	 	 	 	 Compass Bank, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Matias Cruces    	 
	 	 	 	 	Name:	Matias Cruces	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 





 


 






    
[Signature Page to Credit Agreement]
 



     


    





	 	 	 	 National Westminster Bank plc, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Jonathan Eady    	 
	 	 	 	 	Name:	Jonathan Eady	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 










    
[Signature Page to Credit Agreement]
 



     


    

 


	 	 	 	 SunTrust Bank, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Justin Lien    	 
	 	 	 	 	Name:	Justin Lien	 
	 	 	 	 	Title:	Director	 
	 	 	 	 	 	 	 









    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 TD Bank, N.A., as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Craig Welch    	 
	 	 	 	 	Name:	Craig Welch	 
	 	 	 	 	Title:	Senior Vice President	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 U.S. Bank National Association, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Jeff Benedix    	 
	 	 	 	 	Name:	Jeff Benedix	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    





	 	 	 	 BMO Harris Bank N.A., as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Andrew Berryman    	 
	 	 	 	 	Name:	Andrew Berryman	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 









    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Citizens Bank, N.A., as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Andrew J. Meara    	 
	 	 	 	 	Name:	Andrew J. Meara	 
	 	 	 	 	Title:	Senior Vice President	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Goldman Sachs Bank USA, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Rebecca Kratz    	 
	 	 	 	 	Name:	Rebecca Kratz	 
	 	 	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	PNC Bank, National Association,
    as a Lender 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Sean Piper    	 
	 	 	 	 	Name:	Sean Piper	 
	 	 	 	 	Title:	AVP	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Sumitomo Mitsui Banking Corporation, as a	 
	 	 	 	 Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
James D. Weinstein    	 
	 	 	 	 	Name:	James D. Weinstein	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 





	 	 	 	 BNP Paribas, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Brendan Heneghan    	 
	 	 	 	 	Name:	Brendan Heneghan	 
	 	 	 	 	Title:	Director	 
	 	 	 	 	 	 	 


	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Karim Remtoula    	 
	 	 	 	 	Name:	Karim Remtoula	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 



 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 First Hawaiian Bank, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Stephen Agnew-Miller    	 
	 	 	 	 	Name:	Stephen Agnew-Miller	 
	 	 	 	 	Title:	Corporate Banking Officer	 
	 	 	 	 	 	 	 





 



    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 Morgan Stanley Bank, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Kenya Yamamoto    	 
	 	 	 	 	Name:	Kenya Yamamoto	 
	 	 	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 	 	 





 


 






    
[Signature Page to Credit Agreement]
 



     


    





	 	 	 	 MUFG Bank, Ltd., as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Matthew Antico    	 
	 	 	 	 	Name:	Matthew Antico	 
	 	 	 	 	Title:	Director	 
	 	 	 	 	 	 	 















    
[Signature Page to Credit Agreement]
 



     


    

 





EXHIBIT A

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


FORM OF
ASSIGNMENT AND ASSUMPTION


 


 


 


 


 


 


 


 


 


 


 


 




    EXHIBIT A, Cover Page


    


    

ASSIGNMENT
AND ASSUMPTION


 


This Assignment
and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations
in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included
in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________

        and is an Affiliate/Approved Fund of [identify Lender]1

         

        UK DTTP Number (if any):__________________

         

	3.	Borrower:	IHS Markit Ltd. (the “Borrower”)
	 	 	 
	4.	Administrative Agent:	Bank of America, N.A., as the administrative agent under the Credit Agreement


____________________

1 Select as applicable.


 




    ASSIGNMENT AND ASSUMPTION, Page 1


    


    

	5.	Credit Agreement:	Credit Agreement dated as of June 25, 2018, among IHS Markit Ltd., the
    Lenders parties thereto, Bank of America, N.A., as Administrative Agent.
	 	 	 
	6.	Assigned
Interest:	 

  


	Facility
    Assigned2	Aggregate
    Amount of Commitment/Loans for all Lenders	Amount
    of Commitment/Loans Assigned	Percentage
    Assigned of Commitment/Loans3
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


Effective Date: _____________
___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


[The Assignee agrees to deliver
to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts
to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates
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.]


 


The terms set forth in this Assignment
and Assumption are hereby agreed to:


 


	 	ASSIGNOR	 
	 	 	 	 	 
	 	[NAME OF ASSIGNOR]	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	ASSIGNEE


 


[NAME
OF ASSIGNEE]

	 
	 	 	 	 	 







____________________ 


		2	Fill in the appropriate
terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving
Commitment”, “Tranche A-1 Loans”, “Tranche A-2 Loans”, “Incremental Term Loans”, “Available
Currency Loans”, etc.). Each assignment by a Revolving Lender shall be made as an assignment of a proportionate amount of
all the assigning Lender’s rights and obligations in respect of Revolving Loans and Revolving Commitments.



 


		3	Set forth, to at least
9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.



 




    ASSIGNMENT AND ASSUMPTION, Page 2


    


    

	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Title:	 	 
	 	 	 	 	 




 






    ASSIGNMENT AND ASSUMPTION, Page 3


    


    

 


	[Consented to and]4
Accepted:


 


BANK OF AMERICA, N.A., as Administrative
Agent

	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 




 


	
[Consented
                                         to:]5


 


IHS MARKIT LTD.


	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 







 



	
BANK
                                         OF AMERICA, N.A., as Issuing Bank and Swingline Lender


 





	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 







 


	
JPMORGAN CHASE BANK, N.A., as
Issuing Bank





	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 





 





  


____________________





		4	To be added only if the
consent of the Administrative Agent is required by the terms of the Credit Agreement.



 


		5	To be added only if the
consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.



 




    ASSIGNMENT AND ASSUMPTION, Page 4


    


    

ANNEX 1


 


IHS Markit
Ltd.

Credit Agreement


 


STANDARD
TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document; (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of IHS Markit Ltd., any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by IHS Markit
Ltd., any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied
by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 3.04 or 5.01 thereof, as applicable, and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal,


 




     STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page


    


    

interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.


 


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy or other electronic communications shall be effective as delivery of a manually executed counterpart of this Assignment
and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with the law of the State of New
York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing
law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations
Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.


 




     STANDARD TERMS AND CONDITIONS TO THE ASSIGNMENT AND ASSUMPTION, Solo Page


    


    

EXHIBIT B

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


COMPLIANCE
CERTIFICATE


 


 


 


 


 


 


 


 


 


 


 




     EXHIBIT B, Cover Page


    


    

COMPLIANCE
CERTIFICATE

for the

quarter ended __________ __, _____


 


		To:	Bank of
                                         America, N.A.






135
S. LaSalle Street





Mailcode:
IL4-135-09-61

Chicago, IL 60603 


Attention:
Angela Larkin

Telephone: 312.828.3882

Telecopy: 877.206.8409





Email:
angela.larkin@baml.com


 


and each Lender


 


Ladies and Gentlemen:


 


This Compliance
Certificate (the “Certificate”) is being delivered pursuant to Section 5.01(c) of that certain Credit
Agreement (as amended, the “Agreement”) dated as of June 25, 2018, among IHS Markit Ltd. (the “Borrower”),
Bank of America, N.A. as Administrative Agent, and the Lenders from time to time party thereto. All capitalized terms, unless
otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made
pursuant to the terms of the Agreement.


 


The undersigned,
a Financial Officer of the Borrower in his capacity as such Financial Officer and not in his individual capacity, does hereby
certify to the Administrative Agent and the Lenders that:


 





	1.DEFAULT
	 
	No Default has occurred or, if a Default has occurred, I have described on the attached Exhibit “A” the nature thereof and the steps taken or proposed to remedy such Default.
	 
	 	 	 	Compliance
	2.SECTION 5.01 - Financial Statements and Records	 	 	 
	 	 	 	 
	(a)      Annual audited financial statements of the Borrower on a consolidated basis within 90 days after the end of each fiscal year end (together with Compliance Certificate).	 	 	Yes	No	N/A
	 	 	 	 	 	 
	(b)      Quarterly unaudited financial statements of the Borrower on a consolidated basis within 45 days after the end of each of the first three fiscal quarters of each fiscal year (together with Compliance Certificate).	 	 	Yes	No	N/A







 




     COMPLIANCE CERTIFICATE, Page 1


    


    

	3.SECTION 7.01 - Interest Coverage Ratio	 	 	 	 	 
	 	 	 	 	 	 
	(a)Consolidated EBITDA (from Schedule
    1)	 	$________	 	 	 
	 	 	 	 	 	 
	(b)Consolidated Interest Expense	 	$________	 	 	 
	 	 	 	 	 	 
	(c)Line 4(a) ÷ Line 4(b)	 	___ to 1.00	 	 	 
	 	 	 	 	 	 
	(d)Minimum Interest Coverage Ratio
    permitted by the Agreement	 	3.00 to 1.00	 	Yes	No
	 	 	 	 	 	 
	4.SECTION 7.02 - Leverage Ratio6	 	 	 	 	 
	 	 	 	 	 	 
	(a)Consolidated Funded Indebtedness	 	$________	 	 	 
	 	 	 	 	 	 
	(b)Consolidated EBITDA (for Schedule
    1)	 	$________	 	 	 
	 	 	 	 	 	 
	(c)Actual Leverage Ratio: 5(a)  ̧
    5(b)=	 	___ to 1.00	 	 	 
	 	 	 	 	 	 
	(d)Maximum Leverage Ratio	 	[3.75][4.00] to 1.00	 	Yes	No
	 	 	 	 	 	 
	5.ATTACHED SCHEDULES
	 
	Attached hereto as schedules are the calculations
    supporting the computation set forth above in this Certificate.  All information contained herein and on the attached
    schedules is true and correct.
	 
	6.FINANCIAL STATEMENTS
	 
	The financial statements attached hereto were prepared
    in accordance with GAAP and fairly present in all material respects (subject to year end audit adjustments and absence of
    footnotes) the financial conditions and the results of the operations of the Persons reflected thereon, at the date and for
    the periods indicated therein.
	 
	7.CONFLICT
	 
	In the event of conflict between this Certificate
    and the Agreement, the Agreement shall control.


 


IN WITNESS
WHEREOF, the undersigned has executed this Certificate effective as of the date first written above.


 


____________________






		6	If the Borrower has notified
the Administrative Agent in writing that an Acquisition Threshold has been achieved and has elected a Trigger Quarter, then the
Maximum Leverage Ratio shall be increased to 4.00 to 1.00 during the related Elevated Leverage Period.



 




     COMPLIANCE CERTIFICATE, Page 2


    


    

 


	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 



 





 
  




     COMPLIANCE CERTIFICATE, Page 3


    


    

SCHEDULE
1

TO

COMPLIANCE CERTIFICATE


 


	Consolidated
    EBITDA.	 	 
	 	 	 
	(1) Consolidated Net Earnings:	$___________	 
	 	 	 	 
	 	(a)Consolidated Interest Expense	$___________	 
	 	(b)Consolidated Income Tax Expense	$___________	 
	 	(c)Consolidated Depreciation and Amortization Charges	$___________	 
	 	(d)non-cash charges or expenses in connection with options, restricted stock, restricted
    stock units or other equity level awards under any Borrower incentive plan	$___________	 
	 	(e)cash non-recurring (A) fees, costs and expenses incurred in connection with the Transactions
    and (B) other  charges, including acquisition or restructuring charges or expenses related to employee severance
    or facilities consolidation and acquisition related transactions expenses provided that for any Test Period, the aggregate
    amount added back under this clause (e)(B) shall not exceed 10% of the Consolidated EBITDA for such period,	$___________	 
	 	(f)any non-cash modifications to pension and post-retirement employee benefit plans,
    settlement costs incurred to annuitize retirees or facilitate lump-sum buyout offers under pension and postretirement employee
    benefit plans or mark-to-market adjustments under pension and post-retirement employee benefit plans provided that for any
    Test Period, the aggregate amount added back under this clause (f) shall not comprise more than 5% of the Consolidated EBITDA
    for such period,	$___________	 
	 	(g)non-cash adjustments resulting from the application of FASB ASC Update No. 2014-09
    (Revenue from Contracts with Customers (Topic 606)) effective January 1, 2018,	$___________	 
	 	(h) other non-cash losses or charges,	$___________	 
	 	(i) losses, charges, expenses, costs, accruals or reserves of any kind associated with
    any litigation (including any legal fees and expenses) and/or payment of actual or prospective legal settlements, fines, judgments
    or orders,	$___________	 
	 	(j) the amount of any losses, charges, expenses,
    costs, accruals or reserves of any kind associated with	$___________	 




     SCHEDULE 2 to Compliance Certificate, Page 1


    


    

	 	any subsidiary of the Borrower attributable
    to non-controlling interests or minority interests of third parties,	 	 
	 	(k)the aggregate amounts included in determining Consolidated Net Earnings in respect
    of (i) extraordinary or unusual one-time gains, (ii) income tax benefits (to the extent not netted from income tax expense),
    excluding any tax benefits in respect of fiscal quarters ending on or prior to February 28, 2018 and (iii) any cash payments
    made during such period in respect of items described in clause (a)(viii) above subsequent to the fiscal quarter in which
    the relevant non-cash losses or charges were incurred	$___________	 
	 	 	 	 
	 	(l) Total:
Line 1 plus lines (a) through (j) minus line (k)

        
	$___________	 
	 	 	 
	(2)      Adjustments
    for Leverage Ratio Calculation.	 	 
	 	EBITDA from prior Targets
        for periods prior to acquisitions

         
	$___________

         
	 
	 	Consolidated EBITDA for Leverage Ratio calculation	$___________	 




     SCHEDULE 2 to Compliance Certificate, Page 2


    


    

EXHIBIT C

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


INCREASED
COMMITMENT SUPPLEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     EXHIBIT C, Cover Page


    


    

INCREASED
COMMITMENT SUPPLEMENT


 


This INCREASED
COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of ____________, ___ and entered into by and among IHS
Markit Ltd. (the “Borrower”), each of the banks or other lending institutions which is a signatory hereto (the
“Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the other lenders (in such capacity,
together with its successors in such capacity, the “Agent”), and is made with reference to that certain Credit
Agreement dated as of June 25, 2018, (as amended, the “Credit Agreement”), by and among the Borrower, certain
lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the
Credit Agreement.


 


RECITALS


 


WHEREAS,
pursuant to Section 2.21 of the Credit Agreement, the Borrower and the Lenders are entering into this Increased
Commitment Supplement to provide for the increase of the aggregate Revolving Commitments;


 


WHEREAS,
each Lender [party hereto and already a party to the Credit Agreement] wishes to increase its Revolving Commitment
[, and each Lender, to the extent not already a Lender party to the Credit Agreement (herein a “New Lender”), wishes
to become a Lender party to the Credit Agreement];7


 


WHEREAS,
the Lenders party hereto are willing to agree to supplement the Credit Agreement in the manner provided herein.


 


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


 


Section 1.Increase
in Revolving Commitments. Subject to the terms and conditions hereof, each Lender party hereto severally agrees that on the
effective date hereof: (a) its Revolving Commitment shall be increased to [or in the case of a New Lender, shall be]
the amount set forth on Schedule 1 hereto opposite its name.


 


Section
2.[New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements of the Borrower delivered under Sections 3.04 or 5.01 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement;
(ii) agrees that it has, independently and without reliance upon the Agent, any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Supplement; (iii) agrees that it will, independently and without reliance upon the Agent, any other lender under the
Credit Agreement or any of their Related Parties and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the 


 


____________________





		7	Bolded bracketed alternatives
should be included if there are New Lenders.



 




     INCREASED COMMITMENT SUPPLEMENT, Page 1


    


    

Credit Agreement;
(iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; and (v) agrees that it is a “Lender” under the Credit Agreement and will perform
in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by
it as a Lender.


 


Section 3.Representations
and Warranties. In order to induce the Lenders to enter into this Supplement and to supplement the Credit Agreement in the
manner provided herein, the Borrower represents and warrants to Agent and each Lender that (a)  the representations and warranties
of the Borrower contained in the Loan Documents (other than the representations and warranties set forth in Sections 3.04(b) and
3.06) are and will be true, correct and complete in all material respects (or, in the case of any representation and warranty
qualified by materiality, all respects) on and as of the effective date hereof, except to the extent such representations and
warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and
correct in all material respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality,
in all respects as of such earlier date) to the same extent as though made on and as of that date and for that purpose, this Supplement
shall be deemed to be a Loan Document; (b) no Default or Event of Default has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Supplement that would constitute a Default.


 


Section 4.Effect
of Supplement. The terms and provisions set forth in this Supplement shall modify and supersede all inconsistent terms and
provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Supplement, the terms and
provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower, the Agent, and the Lenders party hereto agree that the Credit Agreement as supplemented hereby and the other
Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Any and all
agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Credit Agreement as supplemented hereby, are hereby amended so that any reference in such documents to the Credit
Agreement shall mean a reference to the Credit Agreement as supplemented hereby.


 


Section 5.Applicable
Law. This Supplement shall be governed by and construed in accordance with the applicable law pertaining in the State of New
York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing
law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations
Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.


 


Section 6.Counterparts,
Effectiveness. This Supplement may be executed in any number of counterparts, by different parties hereto in separate counterparts
and on telecopy or electronic counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This


 




     INCREASED COMMITMENT SUPPLEMENT, Page 2


    


    

Supplement
shall become effective on the date when the Agent receives executed counterparts of this Supplement signed by the Borrower, the
Lenders and the Agent which date shall be the “effective date” hereof.


 


Section 7.Entire
Agreement. This Supplement embodies the final, entire agreement among the parties relating to the subject matter hereof and
supersede any and all previous commitments, agreements, representations and understandings, whether oral or written, relating
to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements
or discussions of the parties hereto.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.


 


	 	Borrower	 
	 	 	 
	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	]









     INCREASED COMMITMENT SUPPLEMENT, Page 3


    


    

 


	 	Agent
                    and the Lenders: 

                     


BANK
OF AMERICA, N.A., as the Agent [and as a Lender]


	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	




 





	 	[Lenders]	 
	 	 	 
	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	




 





	 	[New Lenders]	 
	 	 	 
	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	




 





 







     INCREASED COMMITMENT SUPPLEMENT, Page 4


    


    

SCHEDULE
1

TO

IHS MARKIT LTD.

INCREASED COMMITMENT SUPPLEMENT


 


COMMITMENTS


 


	Lender	Revolving
    Commitment
	1.  	 
	 	 
	 	 
	 	 
	 	 
	TOTAL	$



 



    SCHEDULE 1 TO INCREASED COMMITMENT SUPPLEMENT, Solo Page


    


    

EXHIBIT D

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


Extension
Agreement


 


 


 


 


 


 


 


 


 


 


 




     EXHIBIT D, Cover Page


    


    

Extension
Agreement


 


Reference
is made to that certain Credit Agreement (as amended, the “Agreement”) dated as of June 25, 2018, among IHS
Markit Ltd. (the “Borrower”), Bank of America, N.A. as Administrative Agent (the “Administrative Agent”),
and the Lenders from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.


 


The
undersigned Lenders have received a copy of the Borrower’s Extension Request delivered to the Administrative Agent on [●],
20[●] and pursuant to Section 2.25(a) of the Credit Agreement, hereby agree to the extension of the Revolving Maturity
Date to [●], 20[●].


 


The
Borrower represents and warrants to Agent and each Lender that (a)  the representations and warranties of the Borrower contained
in the Loan Documents (other than the representations and warranties set forth in Sections 3.04(b) and 3.06) are and will be true,
correct and complete in all material respects (or, in the case of any representation and warranty qualified by materiality, all
respects) on and as of the effective date hereof, except to the extent such representations and warranties specifically relate
to any earlier date in which case such representations and warranties shall have been true and correct in all material respects
as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects as of such
earlier date) to the same extent as though made on and as of that date and for that purpose, this Extension Agreement shall be
deemed to be a Loan Document and (b) no Default or Event of Default has occurred and is continuing or will result from the
extension of the Revolving Commitments contemplated hereby.


 


This
Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.


 




     EXTENSION AGREEMENT, Page 1


    


    

 


	 	[Name of Lender],

as a Lender	 
	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 




 








 




     EXTENSION AGREEMENT, Page 2


    


    

 



Accepted and agreed:


 


IHS MARKIT LTD.


 




	 
	By:

        
	 
	 	Name:	 
	 	Title:	 






 






 


BANK OF AMERICA, N.A., as





Administrative Agent


 


	 
	By:

        
	 
	 	Name:	 
	 	Title:	 



 




     EXTENSION AGREEMENT, Page 3


    


    

EXHIBIT E

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


Borrowing
Request


 


 


 


 


 


 


 


 




     EXHIBIT E, Cover Page


    


    

BORROWING
REQUEST


 


___________,
__, ____


 


		To:	Bank of
                                         America, N.A.

                                         Mailcode: TX1-492-14-11






Bank
of America Plaza





901
Main St. 


Dallas,
TX, 75202-3741

Attention: Michelle Diggs





Email:
michelle.diggs@baml.com

Telephone: 972.338.3812

Telecopy: 214.290.9463



and each Lender


 


Ladies and Gentlemen:


 


The undersigned,
IHS Markit Ltd. (the “Borrower”), refers to the Credit Agreement (as amended, the “Agreement”)
dated as of June 25, 2018, among the Borrower, Bank of America, N.A. as administrative agent, the other agents parties thereto
and the Lenders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement.


 


The Borrower
hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.03 of the Credit Agreement that
the Borrower requests a Borrowing under the Credit Agreement, and in connection therewith sets forth below the information relating
to such Borrowing (the “Requested Borrowing”).


 


		(i)	The
                                         Requested Borrowing is a [Revolving] [Tranche A-1][Tranche A-2] Loan;



 


		(ii)	The
                                         date of the Requested Borrowing is ______________;



 


		(iii)	The
                                         principal amount of the Requested Borrowing is $_______________;



 


		[(iv)	The
                                         Available Currency requested is ___________________(if any)]8



 


____________________ 






8
To be deleted for Term Borrowing Requests.


 




     BORROWER REQUEST, Page 1


    


    

		(v)	The
                                         Type or Types of the Borrowing requested (i.e., ABR Borrowing or Fixed Borrowing)
                                         and, if applicable the Interest Periods applicable thereto are set forth in the table
                                         below:



 


	Amount	Type	Interest
    Period

    (if applicable)
	1.	 	_____ Month(s)
	2.	 	_____ Month(s)
	3.	 	_____ Month(s)
	4.	 	_____ Month(s)
	5.	 	_____ Month(s)
	6.	 	_____ Month(s)



 

		(vi)	The
                                         proceeds of the Requested Borrowing should be disbursed directly to the entities in the
                                         amounts and in accordance with the transfer instructions set forth in the table below:



 


	Dollar
    Amount	Recipient	Instructions
	$	 	 
	$	 	 
	$	 	 
	$	 	 


 


By its execution
below, the Borrower represents and warrants to the Administrative Agent and the Lenders:


 


(i)       At
the time of and immediately after giving effect to the Requested Borrowing, no Default exists;


 


(ii)       The
representations and warranties of the Borrower set forth in the Loan Documents [(other than the representations and warranties
set forth in Sections ‎3.04(b) and ‎3.06)]9
are true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality,
in all respects) on and as of the date of the Requested Borrowing, except to the extent such representations and warranties specifically
relate to any earlier date in which case such representations and warranties shall have been true and correct in all material
respects as of such earlier date (or, in the case of any representation and warranty qualified by materiality, in all respects
as of such earlier date); and


 


(iii)       After
giving effect to the credit extended pursuant to this request, the aggregate Dollar Amount of the outstanding Revolving Exposures
does not exceed the aggregate Revolving Commitments and the Dollar Amount of the Available Currency Exposures do not exceed the
Available Currency Sublimit.


 


_____________________

9 To be deleted for any Loans requested on the Effective Date. 


 




     BORROWER REQUEST, Page 2


    


    

The instructions
set forth herein are irrevocable, except as otherwise provided by the Credit Agreement. A telecopy or other electronic communication
of these instructions shall be deemed valid and may be accepted and relied upon by the Administrative Agent and the Lenders as
an original.


 


	 	IHS MARKIT LTD. 
	 
	 	 	 	 	 
	 	[NAME OF ASSIGNOR]	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


  





 




     BORROWER REQUEST, Page 3


    


    

EXHIBIT F

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


Interest
Election Request


 


 


 


 


 


 


 


 


 


 


 


 




     EXHIBIT F, Cover Page


    


    

INTEREST
ELECTION REQUEST





___________
___, ____


 


		To:	Bank of
                                         America, N.A.

                                         Mailcode: TX1-492-14-11






Bank
of America Plaza





901
Main St. 


Dallas,
TX, 75202-3741

Attention: Michelle Diggs





Email:
michelle.diggs@baml.com

Telephone: 972.338.3812

Telecopy: 214.290.9463


 




and each Lender


 


Ladies and Gentlemen:


 


The undersigned,
IHS Markit Ltd. (the “Borrower”), refers to the Credit Agreement (as amended, the “Agreement”)
dated as of July 12, 2018, among the Borrower, Bank of America, N.A. as administrative agent, the other agents parties thereto
and the Lenders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement.


 


The Borrower
hereby gives the Administrative Agent and the Lenders notice pursuant to Section 2.07 of the Credit Agreement that
the Borrower requests a conversion or continuation (a “Change”) of the Borrowing or Borrowings specified on
Schedule 1.


 


By its execution
below, the Borrower represents and warrants to the Administrative Agent and the Lenders:


 


(i)       At
the time of and immediately after giving effect to the requested Change, no Default exists; and


 


(ii)       The
representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the date of the
requested Change with the same force and effect as if such representations and warranties had been made on and as of such date
except to the extent that such representations and warranties relate specifically to another date.


 


The instructions
set forth herein are irrevocable, except as otherwise provided by the Credit Agreement. A telecopy or other electronic communication
of these instructions shall be deemed valid and may be accepted and relied upon by the Administrative Agent and the Lenders as
an original.


 




     INTEREST ELECTION REQUEST, Solo Page


    


    

 


	 	IHS MARKIT LTD. 
	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 









     INTEREST ELECTION REQUEST, Solo Page


    


    

SCHEDULE
1

TO

Interest Election Request


 


 


 


	Current
    Class (Revolver/ Tranche A-1 Loan/Tranche A-2 Loan)	Current
        Type

        

        (ABR
or Fixed) 
	Current
    Principal Amount	Current
    Interest Period Expiration Date	Continue
    as (Type)	Convert
    to (Type)	New
    Interest Period Length
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 


 









     SCHEDULE 1 TO INTEREST ELECTION REQUEST, Solo Page


    


    

 





SCHEDULE
1.01


 


EXISTING
LETTERS OF CREDIT


 


On
file with the Administrative Agent


 







    


    


    

SCHEDULE
2.01


 


COMMITMENTS


 



On
file with the Administrative Agent


 













    


    


    

SCHEDULE
3.06


 


DISCLOSED
MATTERS


 


None.


 


 


 


 


 


 


 




    


    


    

SCHEDULE
6.01


 


EXISTING
INDEBTEDNESS


 


None.


 


 


 


 


 


 




    


    


    

SCHEDULE
6.02


 


EXISTING
LIENS


 


None.