EXHIBIT 10.2


 





	
         

        CREDIT
        AGREEMENT

         

        dated
        as of June 25, 2018

         

        among

         

        

         

        IHS
        MARKIT LTD.,

        as Borrower,

         

        The
        Lenders Party Hereto

         

        and

         

        HSBC
        Bank USA, National Association,

        as Administrative Agent,

         

        BANK
        OF AMERICA, N.A.

        and

        JPMORGAN CHASE BANK, N.A.,

        as Syndication Agents

         

        and

         

        ROYAL
        BANK OF CANADA

        

        and

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

        

        as
        Documentation Agents

        

        ___________________________

         

        HSBC
        Securities (USA) Inc., as Sole Lead Arranger and Sole Bookrunner

         





    	 



    	 



    

TABLE OF
CONTENTS


 


Page


 





	ARTICLE I Definitions 	1
	Section 1.01	Defined Terms	1
	Section 1.02	Classification of Loans and Borrowings	24
	Section 1.03	Terms Generally	24
	Section 1.04	Accounting Terms; GAAP	25
	Section 1.05	Conversion of Foreign Currencies	25
	Section 1.06	Certain Calculations and Tests	26
	 	 	 
	ARTICLE II The Credits 	27
	Section 2.01	Commitments	27
	Section 2.02	Loans and Borrowings	27
	Section 2.03	Requests for Borrowings	28
	Section 2.04	[Reserved]	28
	Section 2.05	[Reserved]	28
	Section 2.06	Funding of Borrowings	28
	Section 2.07	Interest Elections	29
	Section 2.08	Termination and Reduction of Commitments	30
	Section 2.09	Repayment of Loans; Evidence of Debt	31
	Section 2.10	[Reserved]	32
	Section 2.11	Prepayment of Loans	32
	Section 2.12	Fees	33
	Section 2.13	Interest	34
	Section 2.14	Alternate Rate of Interest	35
	Section 2.15	Increased Costs	36
	Section 2.16	Break Funding Payments	37
	Section 2.17	Taxes	38
	Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-Offs	42
	Section 2.19	Mitigation Obligations; Replacement of Lenders	43
	Section 2.20	Defaulting Lenders	44
	Section 2.21	Illegality	45
	 	 	 
	ARTICLE III Representations and Warranties 	46
	Section 3.01	Organization; Powers	46
	Section 3.02	Authorization; Enforceability	46
	Section 3.03	Governmental Approvals; No Conflicts	46
	Section 3.04	Financial Condition; No Material Adverse Change	46
	Section 3.05	[Reserved]	47
	Section 3.06	Litigation	47
	Section 3.07	Compliance with Laws	47
	Section 3.08	Investment Company Status	47
	Section 3.09	Taxes	47
	Section 3.10	ERISA	47
	Section 3.11	Margin Securities	47
	 	 	 







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	Section 3.12	Use of Proceeds	47
	Section 3.13	OFAC and Anti-Corruption Laws	48
	Section 3.14	Patriot Act	48
	Section 3.15	Solvency	48
	 	 	 
	ARTICLE IV Conditions 	48
	Section 4.01	Effective Date	48
	Section 4.02	Closing Date	49
	Section 4.03	Availability	50
	 	 	 
	ARTICLE V Affirmative Covenants 	51
	Section 5.01	Financial Statements and Other Information	51
	Section 5.02	Notice of Material Events	53
	Section 5.03	Existence; Conduct of Business	53
	Section 5.04	Payment of Taxes	53
	Section 5.05	Insurance	53
	Section 5.06	Books and Records and Inspection	54
	Section 5.07	Compliance with Laws	54
	Section 5.08	Anti-Corruption Laws and Sanctions	54
	 	 	 
	ARTICLE VI Negative Covenants 	54
	Section 6.01	Subsidiary Indebtedness	54
	Section 6.02	Liens	55
	Section 6.03	Fundamental Changes	55
	Section 6.04	Anti-Corruption Laws and Sanctions	56
	 	 	 
	ARTICLE VII Financial Covenants 	56
	 	 
	Section 7.01	Interest Coverage Ratio	56
	Section 7.02	Leverage Ratio	57
	 	 	 
	ARTICLE VIII Events of Default 	57
	Section 8.01	Events of Default; Remedies	57
	Section 8.02	Performance by the Administrative Agent	60
	Section 8.03	Limitation on Separate Suit	60
	 	 	 
	ARTICLE IX The Administrative Agent 	60
	Section 9.01	Appointment and Authority	60
	Section 9.02	Rights as a Lender	60
	Section 9.03	Exculpatory Provisions	61
	Section 9.04	Reliance by the Administrative Agent	62
	Section 9.05	Delegation of Duties	62
	Section 9.06	Resignation of Administrative Agent	62
	Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	63
	Section 9.08	No Other Duties, Etc.	63
	Section 9.09	[Reserved]	64
	Section 9.10	Lender Affiliates Rights	64
	Section 9.11	Certain ERISA Matters	64
	 	 	 







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	ARTICLE X Miscellaneous 	66
	Section 10.01	Notices	66
	Section 10.02	Waivers; Amendments	67
	Section 10.03	Expenses; Indemnity; Damage Waiver	69
	Section 10.04	Successors and Assigns.	71
	Section 10.05	Survival	74
	Section 10.06	Counterparts; Integration; Effectiveness	75
	Section 10.07	Severability	75
	Section 10.08	Right of Setoff	75
	Section 10.09	Governing Law; Jurisdiction; Consent to Service of Process	75
	Section 10.10	WAIVER OF JURY TRIAL	77
	Section 10.11	Headings	77
	Section 10.12	Confidentiality	77
	Section 10.13	Maximum Interest Rate	78
	Section 10.14	No Duty	78
	Section 10.15	No Fiduciary Relationship	79
	Section 10.16	Construction	79
	Section 10.17	Independence of Covenants	79
	Section 10.18	Electronic Execution of Assignments and Certain Other Documents.	79
	Section 10.19	USA PATRIOT Act	80
	Section 10.20	[Reserved]	80
	Section 10.21	Judgment Currency	80
	Section 10.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	81
	 	 	 









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LIST OF
SCHEDULES AND EXHIBITS


 


	SCHEDULES:	 	 
	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 Borrowing Request
	Exhibit D	–	Form of Interest Election Request
	Exhibit E	–	Form of Solvency Certificate




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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 HSBC BANK USA, NATIONAL ASSOCIATION,
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”
means the acquisition by the Borrower, directly or indirectly, of Ipreo pursuant to the Acquisition Agreement.


 


“Acquisition
Agreement” means that certain Agreement and Plan of Merger, dated as of May 19, 2018, among Ipreo, the Seller, Markit
North America, Inc. and Iredell Holdings LLC.


 


“Acquisition
Agreement Representations” means the representations made by the Seller or Ipreo with respect to Ipreo and its subsidiaries
in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any
of its Subsidiaries has the right (taking into account any applicable cure provisions) to terminate its obligations under the
Acquisition Agreement, or to decline to consummate the Acquisition pursuant to the Acquisition Agreement, as a result of a breach
of such representations in the Acquisition Agreement.


 


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


 


“Administrative
Agent” means HSBC Bank, in its capacity as administrative agent for the Lenders hereunder. HSBC Bank 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 HSBC Bank as its “prime
rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by HSBC Bank based upon various
factors including HSBC Bank’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 HSBC Bank 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, as of any date, the applicable percentage set forth below under the caption “Commitment Fee
Rate”, based upon the Credit Rating:


 


	Level	Credit
    Rating (S&P/Moody’s/Fitch)	Commitment
    Fee Rate
	I	>
    BBB+ / Baa1 / BBB+	0.125%
	II	-BBB
    / Baa2 / BBB	0.15%
	III	-BBB-
    / Baa3 / BBB-	0.175%
	IV	BB+
    / Ba1 / BB+	0.25%
	V	<
    BB / Ba2 / BB	0.30%


 


“Applicable
Rate” means for any day with respect to any ABR Loan or Eurodollar Loan, as the case may be, the applicable rate per
annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based
upon the Credit Rating and the number of days following the Closing Date:


 


	 	From
    and after the Closing Date through the 179th day following the Closing Date	From
    and after the 180th day following the Closing Date through the 269th day following the Closing Date	From
    and after the 270th day following the Closing Date
	Level	Credit
    Rating (S&P/Moody’s/Fitch)	Eurodollar
    Spread	ABR
    Spread	Eurodollar
    Spread	ABR
    Spread	Eurodollar
    Spread	ABR
    Spread
	I	>
    BBB+ / Baa1 / BBB+	1.00%	0.00%	1.25%	0.25%	1.75%	0.75%




    2


    


    

	II	-BBB
    / Baa2 / BBB	1.25%	0.25%	1.50%	0.50%	2.00%	1.00%
	III	-BBB-
    / Baa3 / BBB-	1.375%	0.375%	1.625%	0.625%	2.125%	1.125%
	IV	BB+
    / Ba1 / BB+	1.50%	0.50%	1.75%	0.75%	2.25%	1.25%
	V	<
    BB / Ba2 / BB	1.75%	0.75%	2.00%	1.00%	2.50%	1.50%


 


For purposes
of the definitions of Applicable Percentage and Applicable Rate, (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 or Applicable
Percentage 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.


 


“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.


 


“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.


 


“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”.


 




    3


    


    

“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 Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect.


 


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


 


“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 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.


 


“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


 




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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, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’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 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.


 


“Closing
Date” means the date on which the conditions specified in Section 4.02 are satisfied (or waived in accordance
with Section 10.02).


 


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


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make a Loan hereunder on the Closing Date, expressed as an
amount representing the maximum principal amount of the Loan to be made by such 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 Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The
initial aggregate amount of the Lenders’ Commitments on the Effective Date is $1,855,000,000.


 


“Commitment
Termination Date” means February 18, 2019 if the Closing Date shall not have occurred by 5:00 p.m. (New York City time)
on such date.


 


“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.


 




    5


    


    

“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 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


 




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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 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-


 




    7


    


    

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”.


 


“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 or any other Lender any other amount required to be paid by it hereunder within two Business Days of
the date when due, (b) notified the Borrower or the Administrative Agent 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


 




    8


    


    

(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 determination, which shall be delivered by the Administrative Agent to
the Borrower 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.


 


“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


 




    9


    


    

Resolution
Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of
this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


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


 


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


 




    10


    


    

“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 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”.


 


____________________





		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



 




    11


    


    

“Eurodollar
Rate” means (a) for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank
Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent
and published on the applicable Reuters 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;


 


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 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
failure to comply with Section 2.17(e) or Section 2.17(g) and (e) any withholding Taxes imposed under FATCA.


 


“Existing
Ipreo Credit Agreement” means the Credit Agreement dated as of August 6, 2014, among Ipreo, Infinity Acquisition, LLC,
the guarantors from time to time party thereto, Bank of America, N.A., as administrative agent, collateral agent and swing line
lender and the other lenders from time to time party thereto.


 


“Existing
Ipreo Senior Notes Indenture” means the Indenture, dated as of August 1, 2014, among Infinity Acquisition, LLC, Infinity
Acquisition Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee.


 




    12


    


    

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


 


“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.


 


“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; and (iii) the Commitments shall
have expired or irrevocably been terminated.


 


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


 


“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).


 




    13


    


    

“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.


 


“HSBC
Bank” means HSBC Bank USA, National Association and its successors.


 


“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.


 


“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


 




    14


    


    

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 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, the last day of each February, May, August and November and (b)
with respect to any Eurodollar 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 Eurodollar 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.


 




    15


    


    

“Interest
Period” means with respect to any Eurodollar 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 and (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. 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.


 


“Ipreo”
means Infinity Intermediate Holdings, LLC, a Delaware limited liability company.


 


“ITA”
means the UK Income Tax Act 2007.


 


“Lead
Arranger” means HSBC Securities (USA) Inc., in its capacity as lead arranger and bookrunner, and its successors in such
capacities.


 


“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 Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise.
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.


 


“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).


 




    16


    


    

“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, interest on the Loans 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 on the Closing Date.


 


“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 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) 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.


 


“Maturity
Date” means the date that is 364 days after the Closing Date.


 


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


 


“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.


 




    17


    


    

“Multi-Year
Credit Agreement” means the Credit Agreement dated as of June 25, 2018 among the Borrower, the lenders party thereto
and Bank of America, N.A., as administrative agent, as amended, supplemented or otherwise modified from time to time.


 


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


 


“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, or any other recipient, Taxes imposed
as a result of a present or former connection between the Administrative Agent, any Lender or any other recipient and the jurisdiction
imposing such Tax (other than connections arising from the Administrative Agent, any Lender 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.


 


“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;


 




    18


    


    

(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;


 


(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


 




    19


    


    

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.


 


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


 


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


 


“Refinancing”
means (i) the repayment in full of all unpaid principal and accrued interest and fees under the Existing Ipreo Credit Agreement
and the termination of all commitments thereunder and (ii) the redemption and/or satisfaction and discharge in full of the indebtedness
outstanding under the Existing Ipreo Senior Notes Indenture.


 


“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 Loans and unused Commitments representing greater than 50% of the sum of
the total outstanding Loans and unused Commitments at such time.


 




    20


    


    

“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
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.


 


“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 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).


 


“Seller”
means Ipreo Parent Holdco LLC, a Delaware limited liability company.


 


“Solvent”
means (a) the fair value of the assets of the Borrower and its Subsidiaries taken as a whole, at a fair valuation, will exceed
their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the
Borrower and its Subsidiaries taken as a whole will be greater than the amount that will be required to pay the probable liability
of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute
and matured; (c) the Borrower and its Subsidiaries taken as a whole will be able to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries
taken as a whole do not have unreasonably small capital with which to conduct the business in which they are engaged as such business
is now conducted and is proposed to be conducted following the


 




    21


    


    

Closing Date.
As used in this definition, the term “fair value” means the amount at which the applicable assets would change hands
between a willing buyer and a willing seller within a reasonable time, each having reasonable knowledge of the relevant facts,
neither being under any compulsion to act, with equity to both and “present fair saleable value” means the amount
that may be realized if the applicable company’s aggregate assets are sold with reasonable promptness in an arm’s
length transaction under present conditions for the sale of a comparable business enterprises.


 


“Specified
Representations” means, with respect to the Borrower, the representations and warranties in Sections 3.01, 3.02,
3.03(b) (solely with respect to the Borrower’s charter or bye-laws), 3.08, 3.11, 3.13 (solely
with respect to the use of proceeds of the Loans), 3.14 (solely with respect to the use of proceeds of the Loans) and 3.15.


 


“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.


 


“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.


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Syndication
Agents” means Bank of America, N.A, and JPMorgan Chase Bank, N.A., in their capacity as Syndication Agents, and each
of their 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.


 




    22


    


    

“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.


 


“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.


 


“Transactions”
means the Acquisition, the Refinancing, 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 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 Eurodollar Rate or the Alternate Base Rate.


 


“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.


 


“UK
Qualifying Lender” means a Lender which is beneficially entitled to interest and fees payable to it in respect of a
Borrowing 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


 




    23


    


    

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 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 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 Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred
to by Type (e.g., a “Eurodollar 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.


 




    24


    


    

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.


 


(a)       Exchange
Rates Generally. 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


 




    25


    


    

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.


 


(b)       [Reserved].


 


(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 or other currency or smaller denomination thereof.


 


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.


 




    26


    


    

(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 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 each Lender
severally agrees to make a Loan in Dollars to the Borrower on the Closing Date in a principal amount equal to its Commitment.
Amounts repaid or prepaid in respect of the Loans may not be reborrowed.


 


Section
2.02Loans and Borrowings.


 


(a)       Loans
Made Ratably. Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably
in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)       Initial
Type of Loans. Subject to Section 2.07 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith; provided that all Borrowings made on the Closing 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. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to 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. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate
principal amount that is an integral multiple of $500,000 and not less than $1,000,000.


 


(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 Eurodollar Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.


 




    27


    


    

Section
2.03Requests for Borrowings. To request a 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 Closing 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) and (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. Each such telephonic Borrowing Request
shall be irrevocable (provided that each such telephonic Borrowing Request may be conditioned upon the substantially concurrent
consummation of the Acquisition, subject to Section 2.16) 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 C 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:


 


(i)       the
aggregate principal amount of such Borrowing;


 


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


 


(iii)       whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


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


 


(v)       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 Eurodollar 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
2.04[Reserved].


 


Section
2.05[Reserved] 


 


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 by 1:00 P.M., New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent


 




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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.


 


(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, but shall not be obligated to, 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 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 Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar 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 Eurodollar
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.


 


(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. 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
D hereto or such other form as the Administrative Agent shall approve, signed by the Borrower and delivered to the Administrative
Agent.


 




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(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);


 


(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 Eurodollar Borrowing; and


 


(iv)       if
the resulting Borrowing is a Eurodollar 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 Eurodollar 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 Eurodollar 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 Eurodollar 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, and (ii) unless repaid, each Eurodollar Borrowing shall
be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section
2.08Termination and Reduction of Commitments.


 


(a)       Mandatory
Termination and Reduction of the Commitments. Unless previously terminated pursuant to this Agreement, all undrawn Commitments
then outstanding shall terminate immediately and without any further action on the earliest to occur (as applicable) of (i) the
Closing Date (after giving effect to the funding, if any, of the Loans on the Closing Date), (ii) unless the Closing Date shall
have occurred at or before such time, on the


 




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Commitment
Termination Date, (iii) the closing of the Acquisition and (iv) the termination of the Acquisition Agreement in accordance with
the terms thereof prior to the closing of the Acquisition.


 


(b)       Optional
Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided
that each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than
$1,000,000.


 


(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 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 shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders
in accordance with their respective Commitments.


 


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 Lender the
then unpaid principal amount of each Loan of such Lender on the Maturity Date.


 


(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 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 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
2.10[Reserved].


 


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.


 


(b)       Mandatory
Prepayments. On or prior to the Closing Date, the aggregate Commitments hereunder shall be automatically and permanently reduced
and, after the funding of the Loans on the Closing Date, the Loans shall be prepaid by the following amounts:


 


(i)       100%
of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its Subsidiaries
(including insurance, casualty and condemnation proceeds) (other than net cash proceeds from all such non-ordinary course asset
sales or other dispositions of property to the extent the aggregate amount of such net cash proceeds, together with the aggregate
amount of net cash proceeds from all equity or equity-linked securities described in the corresponding parenthetical in clause
(iii) below, is less than $150,000,000); provided that if the Borrower or any Subsidiary receives proceeds that would otherwise
constitute net cash proceeds from an asset sale, the Borrower or such Subsidiary may reinvest any portion of such proceeds in
the business of the Borrower or any of its Subsidiaries and, in such case, such proceeds shall only constitute net cash proceeds
to the extent not so reinvested (or committed to be reinvested) within the 180-day period following receipt of such proceeds;


 


(ii)       100%
of the net cash proceeds received from any issuance or incurrence of debt for borrowed money by the Borrower or any of its Subsidiaries
(including any issuance by the Borrower of senior unsecured notes in a public offering or private placement), other than (A) any
intercompany debt of the Borrower or any of its Subsidiaries, (B) any debt of the Borrower or any of its Subsidiaries incurred
under the Multi-Year Credit Agreement or this Agreement, (C) any working capital facilities (including receivables securitization
facilities) of the Borrower or any of its Subsidiaries, (D) any commercial paper issued in the ordinary course of business and
(E) capital leases or other debt issued or incurred to finance the acquisition of fixed or capital assets; and


 


(iii)       100%
of the net cash proceeds received from equity or equity-linked securities (in a public offering or private placement) by the Borrower
or any of its


 




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Subsidiaries
(other than net cash proceeds from all such equity or equity-linked securities to the extent the aggregate amount of such net
cash proceeds, together with the aggregate amount of net cash proceeds from all non-ordinary course asset sales or other dispositions
of property described in the corresponding parenthetical in clause (i) above, is less than $150,000,000); provided that
the following shall not constitute net cash proceeds for purpose of this clause: (x) equity interests or such other securities
issued pursuant to employee stock plans or employee compensation plans or contributed to pension funds; (y) equity interests or
such other securities issued or transferred as consideration in connection with any acquisition, divestiture or joint venture
arrangement and (z) equity interests or such other securities issued to the Borrower or any of its Subsidiaries.


 


If any such
event also triggers an obligation to prepay the loans under any other term loan facility of the Borrower, such loans and the Loans
hereunder shall be prepaid on a pro rata basis.


 


(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 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 Borrowing not later than 12:00 noon, New York City time, three Business Days before the date of prepayment and
(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. Each such notice 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 a notice of prepayment may state that such notice is conditioned upon the effectiveness
of other credit facilities or any 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. Promptly following receipt of any such
notice, 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 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 Lender a commitment fee, which shall
accrue at the Applicable


 




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Percentage
on the average daily unused amount of each Commitment of such Lender during the period from and including August 3, 2018 to but
excluding the date that is the earlier of (x) the Closing Date and (y) the date on which such 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 Commitments terminate, commencing on the first such date to occur after
August 3, 2018. 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).


 


(b)       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.


 


(c)       Payment
of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative
Agent for distribution 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 shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)       Eurodollar.
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)       [Reserved]


 


(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 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; 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, 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 Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest on the Loans shall
be paid in Dollars. The Borrower shall be obligated to pay interest accrued on the Loans that it borrows.


 




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(f)       Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on HSBC Bank’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). The applicable Alternate Base Rate or Eurodollar Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section
2.14Alternate Rate of Interest. If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:


 


(a)       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


 


(b)       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


 




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(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 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 Loans shall be suspended, (to the extent of the affected Eurodollar 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 Loans
(to the extent of the affected Eurodollar 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


 


(ii)       impose
on any Lender or the applicable interbank market used to determine the Eurodollar Rate any other condition (other than Taxes)
affecting this Agreement, Eurodollar Loans made by such Lender 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 Eurodollar Loan
(or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender of participating in, or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether of principal,


 




    36


    


    

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 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 capital or on the capital of such Lender’s holding company,
if any, as a consequence of this Agreement or the Loans made by, such Lender, to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies
and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time
the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’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 setting forth the amount or amounts necessary to compensate such Lender 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 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 to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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.


 


Section
2.16Break Funding Payments. In the event of (a) the payment of any principal of
any Eurodollar 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 Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant


 




    37


    


    

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 Eurodollar 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, 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 Eurodollar 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 Eurodollar 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; plus (ii) any loss incurred
in liquidating or closing out any foreign currency contract. 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 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.


 


(i)       The
Borrower shall indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes paid by the Administrative Agent or such Lender, 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 by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The affected Lender


 




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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 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


 




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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 made 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,


 


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.


 




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(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 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. 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 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 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


 




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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 “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 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 Dollars 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 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
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, 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 then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal 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 resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its 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 to the extent necessary so that the benefit
of all such


 




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payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
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 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 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 the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds 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.


 




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(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, 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, 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 held by such Lender as of such termination 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 Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)       Suspension
of Voting The Commitment and the outstanding 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)       [Reserved] 


 


(d)       [Reserved]


 


(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


 




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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, 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,
(iii) third, 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 (iv) fourth, 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 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.


 


Section
2.21Illegality. 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 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 Loans or to convert ABR Loans to Eurodollar 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 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 Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar 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.


 




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ARTICLE
III



Representations and Warranties


 


The Borrower
represents and warrants to the Lenders that:


 


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.


 




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(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].


 


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 (a) to finance
the Acquisition, (b) to finance the Refinancing and (c) for the payment of fees and expenses payable in connection with the Transactions.


 




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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 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. The Borrower will not directly or indirectly use the proceeds of the Loans (A) to
fund any operations in or with, finance any investments or activities in or with, or make any payments to, a Sanctioned Person,
except to the extent permissible for a Person required to comply with Sanctions or (B) in any other manner that would result in
a violation by any Person of any Sanctions or Anti-Corruption Laws.


 


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


 


Section
3.15Solvency. As of the Closing Date, immediately after giving effect to the Transactions
to occur on the Closing Date, the Borrower and its Subsidiaries, taken as a whole, are Solvent.


 


ARTICLE
IV



Conditions


 


Section
4.01Effective Date. The Lenders’ Commitments shall not become effective
hereunder until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02)
on or prior to the Commitment Termination Date:


 


(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


 




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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.


 


(d)       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.


 


Section
4.02Closing Date. The obligations of the Lenders to make Loans 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) on or prior to the Commitment Termination Date:


 


(a)       Acquisition
Agreement. The Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision
waived or consented to in a manner that is materially adverse to the Lenders without the prior written consent of the Lead Arranger
(such consent not to be unreasonably withheld, delayed or conditioned); it being understood and agreed that (x) any decrease in
the purchase price set forth in the Acquisition Agreement as of the date hereof of not greater than 20% shall be deemed not to
be materially adverse to the Lenders so long as such decrease is allocated to reduce the Commitments hereunder on a dollar-for-dollar
basis and (y) any decrease in the purchase price set forth in the Acquisition Agreement as of the date hereof of greater than
20% shall be deemed to be materially adverse to the Lenders.


 


(b)       Acquisition.
The Acquisition shall have been, or shall concurrently with the Closing Date be, consummated in accordance with the terms of the
Acquisition Agreement, as such terms may be altered, amended or otherwise changed, supplemented, waived or consented to in accordance
with the immediately preceding clause (a).


 


(c)       Acquisition
Agreement Representations and Specified Representations. The Acquisition Agreement Representations shall be true and correct
in all material respects and the Specified Representations shall be true and correct in all material respects.


 


(d)       Financial
Statements. The Lead Arranger shall have received (i) an audited consolidated balance sheet and related statements of income,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the most recently completed fiscal year ended
at least 90 days prior to the Closing Date and (ii) unaudited consolidated balance sheets and


 




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related statements
of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarterly
ended at least 45 days prior to the Closing Date; provided that filing of the required financial statements on form 10-K
and/or form 10-Q will satisfy the foregoing requirements.


 


(e)       Fees.
The Lenders, the Administrative Agent and the Lead Arranger shall have received, or substantially simultaneously with the Closing
Date shall receive, all fees and expenses required to be paid and due on or before the Closing Date for which invoices have been
presented at least three Business Days prior to the Closing Date.


 


(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 Closing Date).


 


(g)       Solvency
Certificate. The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower
in the form of Exhibit E, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect
to the Transactions, are Solvent.


 


(h)       Material
Adverse Effect. Since the date of the Acquisition Agreement, no Material Adverse Effect (as defined in the Acquisition Agreement)
has occurred.


 


(i)       Closing
Date. In no event shall the Closing Date occur prior to August 2, 2018, unless otherwise agreed by the parties to the Acquisition
Agreement.


 


Section
4.03Availability. During the period from and including the Effective Date and
to and including the earlier of the termination of the Commitments and the funding of the Loans hereunder on the Closing Date,
and notwithstanding (a) that any representation given as a condition to the Effective Date (excluding, for the avoidance of doubt,
the Specified Representations and Acquisition Agreement Representations solely as of the Closing Date) was incorrect, (b) any
failure by the Borrower to comply with Articles V, VI or VII, (c) any provision to the contrary in any Loan
Documents, (d) that any condition to the Effective Date may subsequently be determined not to  have been satisfied or (e)
the occurrence of any Event of Default, neither the Administrative Agent nor any Lender shall be entitled to (i) cancel any of
its Commitments under this Agreement, (ii) rescind, terminate or cancel this Agreement or any other Loan Documents or any of its
Commitments under this Agreement or exercise any right or remedy under this Agreement, to the extent to do so would prevent, limit
or delay the making of its Loan hereunder, (iii) refuse to participate in making its Loan or (iv) exercise any right of set-off
or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of such Loan; provided
that the applicable conditions set forth in Section 4.02 are satisfied. For the avoidance of doubt, (A) the rights
and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any such condition to the closing
set forth in Section 4.02 is not satisfied on the Closing Date and (B) from the Closing Date after giving effect to the
funding of the Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall
be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.


 




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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 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;


 




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(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 Arranger 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
Administrative Agent, the Lead Arranger 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 Arranger shall be required to
treat the 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


 




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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; and


 


(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.


 


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


 




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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;


 


(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;


 




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(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;


 


(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,


 




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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 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.


 




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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 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, 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


 




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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 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


 




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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 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


 




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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


 


Section
9.01Appointment and Authority. Each of the Lenders hereby irrevocably appoints
HSBC Bank 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 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


 




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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 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 or a Lender.


 


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.


 




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In no event
shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial
or otherwise, in the performance of its duties under the Loan Documents or in the exercise of any of its rights or powers under
this Agreement.


 


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, that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. 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.


 


Section
9.06Resignation of Administrative Agent. (a)The Administrative Agent may at
any time give notice of its resignation to the Lenders 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, appoint a successor Administrative Agent meeting
the qualifications set forth above. Whether or


 




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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 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.


 


Section
9.07Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender 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 Lead Arranger or Syndication Agents shall have any powers, duties or


 




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responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or
a Lender hereunder.


 


Section
9.09[Reserved].


 


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 the 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 or the Commitments,


 


(ii) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general
accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the 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 Commitments and this Agreement, (C) the entrance


 




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into, participation
in, administration of and performance of the Loans, 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 Commitments and this Agreement, or


 


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


 


(b) In addition,
unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided
another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and the 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 the 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 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 Commitments and this Agreement is capable of evaluating investment risks independently, both
in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),


 


(iv) the Person
making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect
to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions
hereunder, and


 


(v) no fee
or other compensation is being paid directly to the Administrative Agent or the Lead Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.


 


(c) The Administrative
Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment
advice, or to give advice


 




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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 Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount
less than the amount being paid for an interest in the Loans 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


 


(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, to HSBC Bank USA, N.A. at HSBC Bank USA, National Association, Corporate Trust & Loan Agency,
452 5th Avenue, New York, NY 10018 (Telecopy No. (917) 229-6659; Telephone No. (212) 535-7253; E-mail: ctlany.loanagency@us.hsbc.com);
and


 


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


 




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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 pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may 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 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 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 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


 




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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 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 shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent or any Lender 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
in the case of this Agreement, 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 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 any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of
any Commitment, without the written consent of each Lender 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 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; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written
consent of the Administrative Agent.


 


Notwithstanding
anything herein to the contrary, 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 any 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.


 




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(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 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) 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 (c) 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
(b).


 


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 Agents
and the Lead Arranger 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 Lead Arranger 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) and (ii) all out-of-pocket expenses incurred by the Administrative Agent 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
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 hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


 


(b)       Indemnity.
The Borrower indemnifies the Administrative Agent, the Syndication Agents, the Lead Arranger 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 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


 




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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 the use of the proceeds therefrom, (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 or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory 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 or Lead Arranger in their respective capacities as the administrative agent, bookrunner or 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 under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent 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 in its capacity as such. For purposes hereof, a Lender’s
“pro rata share” shall be determined based upon its share unused Commitments at the time.


 


(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 the use of the proceeds thereof.


 




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(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 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 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 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 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) Commitment to an assignee that is a Lender, 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 Loan to a Lender, an Affiliate of a Lender or an Approved
Fund immediately prior to giving effect to such assignment or (z) Commitments or all or any portion of a 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 shall object thereto by written notice to the Administrative Agent within 10 Business Days after
having received written notice thereof; and


 


(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) Commitment to an assignee that is a Lender, an Affiliate of a Lender or an
Approved Fund immediately prior to giving effect to such assignment or (y) or all or any portion of a Loan to a Lender, an Affiliate
of a Lender or an Approved Fund immediately prior to giving effect to such assignment.


 




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(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, 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; and


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee 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


 




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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 owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error and the Borrower, the Administrative Agent and the Lenders 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 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 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 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


 




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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 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 Section
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.


 


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 regardless of any investigation made by any such
other party or on its behalf and notwithstanding that the Administrative Agent or any


 




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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
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.


 


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.


 




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(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 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
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.


 




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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 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 (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 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 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.


 




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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 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


 




    78


    


    

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.


 


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


 




    79


    


    

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 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


 




    80


    


    

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.


 




    81


    


    

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:	 
	 	 	 	 	 	 	 
	 	 	 	 HSBC BANK USA, NATIONAL ASSOCIATION,	 
	 	 	 	 as Administrative Agent	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Nimish Panley    	 
	 	 	 	 	Name:	Nimish Panley	 
	 	 	 	 	Title:	AVP	 
	 	 	 	 	 	 	 


 






    
[Signature Page to Credit Agreement]
 



     


    

 


 


	 	 	 	 HSBC BANK USA, NATIONAL	 
	 	 	 	 ASSOCIATION, as a Lender	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Thomas Hou    	 
	 	 	 	 	Name:	Thomas Hou	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 





 






    
[Signature Page to Credit Agreement]
 



     


    

 


	 	 	 	 BANK OF AMERICA, N.A.,	 
	 	 	 	 as a 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]
 



     


    








	 	 	 	 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]
 



     


    

 


 





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



     


    

 


 


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


     


    

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




    
[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]


     


    

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




    
[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]


     


    

	 	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]


     


    

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




    
[Signature Page to Credit Agreement]


     


    

	  	Morgan Stanley Bank, as a Lender
	 	 	 	 	 
	 	By:	/s/ Angelica Kelly	 
	 	 	Name:	Angelica Kelly  	 
	 	 	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 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:	HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	Credit Agreement dated as of June 25, 2018, among IHS Markit Ltd., the Lenders parties thereto
    and HSBC Bank USA, National Association, as Administrative Agent.


____________________





1 Select as applicable.


 




    ASSIGNMENT AND ASSUMPTION, Page 1


    


    

	6.	Assigned Interest: 
	 
	 	 	 


	Aggregate
    Amount of Commitment/Loans for all Lenders	Amount
    of Commitment/Loans Assigned	Percentage
    Assigned of Commitment/Loans2
	$	$	%
	$	$	%
	$	$	%


 


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]

	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Title:	 	 
	 	 	 	 	 











 


____________________





2
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 




    ASSIGNMENT AND ASSUMPTION, Page 2


    


    

 






	[Consented to and]3
Accepted:


 


HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent

	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 




 


	
[Consented
                                         to:]4


 


IHS MARKIT LTD.


	 
	 	 	 	 
	By:

        
	 	 
	 	Title:	 	 
	 	 	 	 







 







 


____________________ 


3
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


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


 




    ASSIGNMENT AND ASSUMPTION, Page 3


    


    

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:	HSBC Bank USA, N.A.,






Corporate
Trust & Loan Agency





452 5th Avenue 


New York,
NY 10018





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”),
HSBC Bank USA, National Association 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
	 	 	 	 	 	 
	3.SECTION 7.01 - Interest Coverage Ratio	 	 	 	 	 
	 	 	 	 	 	 
	(a)Consolidated EBITDA (from Schedule
    1)	 	$________	 	 	 
	 	 	 	 	 	 




    COMPLIANCE CERTIFICATE, Page 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 Ratio5	 	 	 	 	 
	 	 	 	 	 	 
	(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.


____________________





5
 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


    


    

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



 


	 	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 any subsidiary of the Borrower attributable to non-controlling interests
    or minority interests of third parties,	$___________	 




    SCHEDULE 2 to Compliance Certificate, Page 1


    


    

	 	(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


 


Borrowing
Request


 


 


 


 


 


 


 


 


 


 


 




    EXHIBIT C, Cover Page


    


    

BORROWING
REQUEST


 


___________,
__, ____


 


		To:	HSBC Bank USA, N.A.,






Corporate
Trust & Loan Agency





452 5th Avenue 


New York,
NY 10018







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, HSBC Bank USA, National Association 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 Loan;



 


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



 


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



 


		(iv)	The
                                         Type or Types of the Borrowing requested (i.e., ABR Borrowing or Eurodollar 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)



 

		(v)	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
	$	 	 
	$	 	 
	$	 	 
	$	 	 




    BORROWING REQUEST, Page 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 Borrowing, no Default exists; and


 


(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)]6
 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).


 


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.


 


____________________ 


6
To be deleted for any Loans requested on the Effective Date.


 




    BORROWING REQUEST, Page 2


    


    




 


	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	




 


 




    BORROWING REQUEST, Page 3


    


    

EXHIBIT D

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


Interest
Election Request


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    EXHIBIT D, Cover Page


    


    

INTEREST
ELECTION REQUEST


 


___________
___, ____


 


		To:	HSBC Bank USA, N.A.,






Corporate
Trust & Loan Agency





452 5th Avenue 


New York,
NY 10018






 


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, HSBC Bank USA, National Association 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.


 


	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	 







 




    INTEREST ELECTION REQUEST, Solo Page


    


    

SCHEDULE
1

TO

Interest Election Request


 


	Current
        Type

        

        (ABR
        or Eurodollar)

        
	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


    


    

EXHIBIT E

TO

IHS MARKIT LTD.

CREDIT AGREEMENT


 


Solvency
Certificate


 


 


 


 


 


 


 


 


 


 


 


 


 




    EXHIBIT E, Cover Page


    


    

FORM OF





SOLVENCY
CERTIFICATE


 


[             
], 20__


 


This Solvency
Certificate is delivered pursuant to Section 4.02(g) of the Credit Agreement dated as of June 25, 2018 (the “Credit
Agreement”) among IHS Markit Ltd. (the “Borrower”), the Lenders from time to time party
thereto and HSBC Bank USA, National Association, as Administrative Agent (the “Administrative Agent”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The undersigned
hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:


 


1.     
I am the Chief Financial Officer of the Borrower. I am familiar with the Transactions, and have reviewed the Credit Agreement,
financial statements referred to in Section 5.01 of the Credit Agreement and such documents and made such investigation as I have
deemed relevant for the purposes of this Solvency Certificate.


 


2.     
As of the date hereof, immediately after giving effect to the consummation of the Transactions, the fair value of the assets
of the Borrower and its Subsidiaries taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of the Borrower and its Subsidiaries taken as a whole
will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Subsidiaries
taken as a whole will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (d) the Borrower and its Subsidiaries taken as a whole do not have unreasonably small capital
with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted
following the Closing Date. As used in this definition, the term “fair value” means the amount at which the applicable
assets would change hands between a willing buyer and a willing seller within a reasonable time, each having reasonable knowledge
of the relevant facts, neither being under any compulsion to act, with equity to both and “present fair saleable value”
means the amount that may be realized if the applicable company’s aggregate assets are sold with reasonable promptness in
an arm’s length transaction under present conditions for the sale of a comparable business enterprises.


 


This Solvency
Certificate is being delivered by the undersigned officer only in his capacity as Chief Financial Officer of the Borrower and
not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect
thereto.


 


[Remainder
of Page Intentionally Left Blank]



 




    SOLVENCY CERTIFICATE, Page 1


    


    

IN WITNESS
WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.


 


	 	IHS MARKIT LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:

        
	 	 
	 	 	Name:	 	 
	 	 	Title:	Chief Financial Officer




 


 


 






    SOLVENCY CERTIFICATE, Page 2


     


    

 





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.