EXHIBIT 10.3


 


Execution Version





 



 Published CUSIP Numbers:


Deal: 74732HAE2


Revolver Facility: 74732HAF9


Term Loan EUR Facility: 74732HAG7


Term Loan USD Facility: 74732HAH5







 


CREDIT AGREEMENT


 


Dated as of August 1, 2019


 


among


 


QUAKER CHEMICAL CORPORATION,


 


and


 


CERTAIN SUBSIDIARIES


as Borrowers,


 


BANK
OF AMERICA, N.A.,


as Administrative Agent, U.S. Dollar Swing
Line Lender and

L/C Issuer,


 


BANK OF AMERICA MERRILL LYNCH INTERNATIONAL


DESIGNATED ACTIVITY COMPANY,

as Euro Swing Line Lender


 


and


 


The Other Lenders Party Hereto


 


DEUTSCHE BANK SECURITIES INC.,


as Syndication Agent


 


CITIZENS BANK, N.A.,


JPMORGAN CHASE BANK, N.A.,


PNC BANK, NATIONAL ASSOCIATION


and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Co-Documentation Agents


 


BOFA SECURITIES,
INC.,


deutsche bank
securities inc.,


CITIZENS BANK,
N.A.,


JPMORGAN chase
bank, n.a.,


PNC capital markets
llc


and


WELLS FARGO securities,
llc,


as Joint Lead Arrangers and Joint Bookrunners


 


 



 







     


     


    

 


 


TABLE OF CONTENTS


 


	
        Section
	 	 	Page


 


	ARTICLE I         DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	52
	1.03	Accounting Terms	53
	1.04	Rounding	55
	1.05	Exchange Rates; Currency Equivalents	55
	1.06	Additional Alternative Currencies	56
	1.07	Change of Currency	56
	1.08	Times of Day; Rates	57
	1.09	Letter of Credit Amounts	57
	 	 	 
	ARTICLE II       the COMMITMENTS and Credit Extensions	57
	 	 
	2.01	The Loans	57
	2.02	Borrowings, Conversions and Continuations of Loans	58
	2.03	Letters of Credit	60
	2.04	Swing Line Loans	70
	2.05	Prepayments	73
	2.06	Termination or Reduction of Commitments	77
	2.07	Repayment of Loans	78
	2.08	Interest	79
	2.09	Fees	80
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	80
	2.11	Evidence of Debt	81
	2.12	Payments Generally; Administrative Agent’s Clawback	82
	2.13	Sharing of Payments by Lenders	84
	2.14	Designation of Unrestricted and Restricted Subsidiaries	85
	2.15	Designated Borrowers	86
	2.16	Increase in Commitments	87
	2.17	Cash Collateral	91
	2.18	Defaulting Lenders	93
	 	 	 
	ARTICLE III          TAXES, YIELD PROTECTION AND ILLEGALITY	95
	 	 
	3.01	Taxes	95
	3.02	Illegality	100
	3.03	Inability to Determine Rates	101
	3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	103
	3.05	Compensation for Losses	105
	3.06	Mitigation Obligations; Replacement of Lenders	105
	3.07	Survival	106
	 	 	 
	ARTICLE IV      CONDITIONS PRECEDENT TO Credit Extensions	106
	 	 
	4.01	Conditions of Initial Credit Extension	106
	4.02	Conditions to All Credit Extensions	110


 




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	ARTICLE V       REPRESENTATIONS AND WARRANTIES	111
	 	 
	5.01	Existence, Qualification and Power	111
	5.02	Authorization; No Contravention	111
	5.03	Governmental Authorization; Other Consents	111
	5.04	Binding Effect	112
	5.05	Financial Statements; No Material Adverse Effect	112
	5.06	Litigation	112
	5.07	No Default	113
	5.08	Ownership of Property; Liens; Investments	113
	5.09	Environmental Compliance	113
	5.10	Insurance	113
	5.11	Taxes	114
	5.12	ERISA Compliance	114
	5.13	Subsidiaries; Equity Interests; Loan Parties	115
	5.14	Margin Regulations; Investment Company Act	115
	5.15	Disclosure	115
	5.16	Compliance with Laws	116
	5.17	Intellectual Property; Licenses, Etc	116
	5.18	Solvency	116
	5.19	Casualty, Etc	116
	5.20	Labor Matters	116
	5.21	OFAC	117
	5.22	Anti-Corruption Laws	117
	5.23	Representations as to Foreign Obligors	117
	5.24	Collateral Documents	118
	5.25	EEA Financial Institutions	118
	 	 	 
	ARTICLE VI      AFFIRMATIVE COVENANTS	118
	 	 
	6.01	Financial Statements	118
	6.02	Certificates; Other Information	119
	6.03	Notices	121
	6.04	Payment of Obligations	122
	6.05	Preservation of Existence, Etc	122
	6.06	Maintenance of Properties	122
	6.07	Maintenance of Insurance	122
	6.08	Compliance with Laws	123
	6.09	Books and Records	123
	6.10	Inspection Rights	123
	6.11	Use of Proceeds	123
	6.12	Covenant to Guarantee Obligations and Give Security	123
	6.13	Approvals and Authorizations	125
	6.14	Compliance with Environmental Laws	125
	6.15	Further Assurances	125
	6.16	Interest Rate Hedging	125
	6.17	Designation as Senior Debt	126
	6.18	Anti-Corruption Laws	126


 




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	6.19	Post-Closing Requirements	126
	 	 	 
	ARTICLE VII    NEGATIVE COVENANTS	126
	 	 
	7.01	Liens	126
	7.02	Indebtedness	127
	7.03	Investments	129
	7.04	Fundamental Changes	130
	7.05	Dispositions	131
	7.06	Restricted Payments	133
	7.07	Change in Nature of Business	133
	7.08	Transactions with Affiliates	133
	7.09	Burdensome Agreements	134
	7.10	Use of Proceeds	134
	7.11	Financial Covenants	134
	7.12	Amendments of Organization Documents	135
	7.13	Accounting Changes	135
	7.14	Prepayments, Etc. of Indebtedness	135
	7.15	Amendment, Etc. of Related Documents	135
	7.16	Designation of Senior Debt	135
	7.17	Sale and Leaseback Transactions	135
	7.18	Sanctions	135
	7.19	Anti-Corruption Laws	136
	 	 	 
	ARTICLE VIII    EVENTS OF DEFAULT AND REMEDIES	136
	 	 
	8.01	Events of Default	136
	8.02	Remedies upon Event of Default	138
	8.03	Application of Funds	139
	 	 	 
	ARTICLE IX      ADMINISTRATIVE AGENT	140
	 	 
	9.01	Appointment and Authority	140
	9.02	Rights as a Lender	141
	9.03	Exculpatory Provisions	141
	9.04	Reliance by Administrative Agent	142
	9.05	Delegation of Duties	143
	9.06	Resignation of Administrative Agent	143
	9.07	Non-Reliance on Administrative Agent and Other Lenders	144
	9.08	No Other Duties, Etc	145
	9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	145
	9.10	Collateral and Guaranty Matters	146
	9.11	Secured Cash Management Agreements, Secured Hedge Agreements and Bilateral Foreign Loan Facilities	147
	9.12	Certain ERISA Matters	148
	 	 	 
	ARTICLE X          MISCELLAneous	149
	 	 
	10.01	Amendments, Etc	149
	10.02	Notices; Effectiveness; Electronic Communications	151
	10.03	No Waiver; Cumulative Remedies; Enforcement	153


 




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	10.04	Expenses; Indemnity; Damage Waiver	154
	10.05	Payments Set Aside	157
	10.06	Successors and Assigns	157
	10.07	Treatment of Certain Information; Confidentiality	164
	10.08	Right of Setoff	165
	10.09	Interest Rate Limitation	166
	10.10	Counterparts; Integration; Effectiveness	166
	10.11	Survival of Representations and Warranties	166
	10.12	Severability	166
	10.13	Replacement of Lenders	167
	10.14	Governing Law; Jurisdiction; Etc	167
	10.15	WAIVER OF JURY TRIAL	169
	10.16	No Advisory or Fiduciary Responsibility	169
	10.17	Electronic Execution of Assignments and Certain Other Documents	170
	10.18	USA PATRIOT Act	170
	10.19	Judgment Currency	170
	10.20	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	171
	10.21	Amendment and Extension Transactions	171
	10.22	Release and Reinstatement of Collateral	173
	10.23	Acknowledgement Regarding Any Supported QFCs	175


 




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APPENDICES


	 	A	Dutch Auction Procedures


 


SCHEDULES


 


	 	1.01(a)	Historical Financial Elements
	 	1.01(b)	Existing Letters of Credit
	 	2.01	Commitments and Applicable Percentages
	 	5.08(b)	Existing Liens
	 	5.08(c)	Existing Investments
	 	5.13	Subsidiaries and Other Equity Investments; Loan Parties
	 	5.20	Labor Matters
	 	6.19	Post-Closing Requirements
	 	7.02	Existing Indebtedness
	 	10.02	Administrative Agent’s Office, Certain Addresses for Notices


 


EXHIBITS


 


	 	Form of	 
	 	 	 
	 	A	Committed Loan Notice
	 	B	Swing Line Loan Notice
	 	C-1	Euro Term Note
	 	C-2	Revolving Credit Note
	 	C-3	U.S. Term Note
	 	D	Compliance Certificate
	 	E	Assignment and Assumption
	 	F	Guaranty
	 	G	Solvency Certificate
	 	H	Designated Borrower Request and Assumption Agreement
	 	I	Designated Borrower Notice
	 	J-1-4	United States Tax Compliance Certificates



 



    	-v-



     


    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(“Agreement”) is entered into as of August 1, 2019, among QUAKER CHEMICAL CORPORATION, a Pennsylvania corporation
(the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each
a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent, U.S. Dollar Swing Line Lender and L/C Issuer.


 


PRELIMINARY
STATEMENTS:


 


The Company has requested
that the Lenders provide term loan facilities and a revolving credit facility, and the Lenders have indicated their willingness
to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to
the conditions set forth herein.


 


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


 


ARTICLE
I

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquisition”
means, with respect to any Person, any acquisition, whether by purchase, merger, amalgamation or otherwise, by such Person of (a)
Equity Interests of any other Person if, after giving effect to the acquisition of such Equity Interests, such other Person would
be a Subsidiary of such Person, (b) all or substantially all of the assets of any other Person or (c) assets constituting one or
more business units of any other Person.


 


“Additional
Lender” has the meaning assigned to such term in Section 2.16(b).


 


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


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect
to such currency as the Administrative Agent may from time to time notify to the Company and the Lenders.


 


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


 


“Affiliate”
means, with respect to any 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.


 


 




    	1 



     


    

 


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


 


“Agreement”
means this Credit Agreement.


 


“Alternative
Currency” means each of the following currencies: Euro, Sterling, Yen, Canadian Dollars, Mexican Pesos and Australian
Dollars, together with each other currency (other than Dollars) that is approved in accordance with Section 1.06.


 


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


 


“Applicable
Percentage” means (a) in respect of the Term Facilities, with respect to any Term Lender at any time, the percentage
(carried out to the ninth decimal place) of such Term Facility represented by (i) on or prior to the Closing Date, such Term
Lender’s Term Commitment under such Term Facility at such time, subject to adjustment as provided in Section 2.18,
and (ii) thereafter, the principal amount of such Term Lender’s Term Loans under such Term Facility at such time and
(b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried
out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving
Credit Commitment at such time, subject to adjustment as provided in Section 2.18. If the commitment of each Revolving Credit
Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant
to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit
Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit
Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial
Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate
pursuant to Section 6.02(a) for the fiscal quarter ending after the fiscal quarter in which the Closing Date occurs, 0.50%
per annum for Base Rate Loans, 1.50% per annum for Eurocurrency Rate Loans and Letter of Credit Fees and 0.25% per annum for Commitment
Fees, and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated
Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


 




    	2 



     


    

 





	Applicable Rate
	Pricing 

Level	Consolidated Net 

Leverage Ratio	Eurocurrency 

Rate (Letters 

of Credit) and 

Daily 

Floating

 LIBOR Rate	Base Rate	Commitment

 Fee
	1	> 3.75 to 1.00	2.00%	1.00%	0.30%
	2	< 3.75 to 1.00 but > 3.25 to 1.00	1.75%	0.75%	0.275%
	3	< 3.25 to 1.00 but > 2.25 to 1.00	1.50%	0.50%	0.25%
	4	< 2.25 to 1.00 but > 1.50 to 1.00	1.25%	0.25%	0.225%
	5	< 1.50 to 1.00	1.125%	0.125%	0.20%




 


Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required U.S.
Term Lenders (with respect to application to the U.S. Term Facility), the Required Euro Term Lenders (with respect to application
to the Euro Term Facility) or the Required Revolving Lenders (with respect to application to the Revolving Credit Facility), Pricing
Level 1 shall apply in respect of the applicable Term Facility and/or the Revolving Credit Facility, as applicable, in each case
as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each
case shall remain in effect until the date on which such Compliance Certificate is delivered.


 


Notwithstanding anything
to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.10(b).


 


“Applicable
Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s
Applicable Percentage in respect of the Revolving Credit Facility at such time.


 


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


 


“Applicant
Borrower” has the meaning specified in Section 2.15.


 


“Appropriate
Lender” means, at any time, (a) with respect to either Term Facility or the Revolving Credit Facility, a Lender
that has a Commitment with respect to such Facility or holds a Term Loan under such Term Facility or a Revolving Credit Loan, respectively,
at such time,


 




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(b) with respect
to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section
2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) each Swing Line Lender
and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.


 


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


 


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


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


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


 


“Audited Financial
Statements” means (a) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at
the end of, and related statements of income and cash flows of the Company and its consolidated Subsidiaries for, the fiscal year
ended December 31, 2018 and (b) the audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at the
end of, and related statements of income and cash flows of the Target and its consolidated Subsidiaries for, the fiscal year ended
December 31, 2018.


 


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


 


“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.




    	4 



     


    

 


“BAMLI DAC”
means Bank of America Merrill Lynch International Designated Activity Company (including, without limitation, its branches).


 


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


 


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


 


“Base Rate
Loan” means a Revolving Credit Loan or a Term Loan that bears interest based on the Base Rate. All Base Rate Loans shall
be denominated in Dollars.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


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


 


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


 


“Bilateral
Foreign Facility Lender” means any Person that either (a) at the time it enters into a Bilateral Foreign Loan Facility
permitted under Article VII, is a Lender or an Affiliate of a Lender or (b) is a party to a Bilateral Foreign Loan Facility
permitted under Article VII at the time it (or its applicable Affiliate) becomes a Lender (either on the Closing Date or
thereafter as an Eligible Assignee), in each case in its capacity as a party to such Bilateral Foreign Loan Facility.


 


“Bilateral
Foreign Loan Facility” means any bilateral credit facility provided by a Bilateral Foreign Facility Lender to a Foreign
Subsidiary that is not a Foreign Obligor, so long as permitted by Section 7.02(j) and the Company and the Bilateral Foreign
Facility Lender have given notice to the Administrative Agent that they intend such credit facility to constitute a Bilateral Foreign
Loan Facility and has not rescinded such notice.


 


“Borrower”
and “Borrowers” has the meaning specified in the introductory paragraph hereto and shall mean the applicable
Borrower, as the context may require.


 


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


 


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.




    	5 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Capitalized
Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized (or, as applicable,
financing) leases (but, for the avoidance of doubt, excluding operating leases whether or not the obligations in respect thereof
appear on the balance sheet).


 


“Cash Collateral
Account” means a blocked, interest bearing deposit account of one or more of the Loan Parties at Bank of America in the
name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established
in a manner satisfactory to the Administrative Agent.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing
Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the context
may require), cash or deposit account balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree
in their sole discretion, other credit




    	6 



     


    

 


support, in each case
pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing
Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include
the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Company or any of its Restricted Subsidiaries free
and clear of all Liens (other than Liens created under the Collateral Documents):


 


(a)          readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and
credit of the United States of America is pledged in support thereof;


 


(b)          time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender
or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the
District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper
rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than 180 days from the date of acquisition thereof;


 


(c)          commercial
paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P,
in each case with maturities of not more than 180 days from the date of acquisition thereof;


 


(d)          Investments,
classified in accordance with GAAP as current assets of the Company or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions rated at least “Prime-1”
(or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P,
and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a),
(b) and (c) of this definition; and


 


(e)          obligations
of Persons in jurisdictions outside of the United States which are similar or comparable to the foregoing.


 


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management arrangements.


 


“Cash Management
Bank” means any Person that either (a) at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate
of a Lender or (b) is a party to a Cash Management Agreement at the time it (or its applicable Affiliate) becomes a Lender (either
on


 




    	7 



     


    




the Closing Date or
thereafter as an Eligible Assignee), in each case in its capacity as a party to such Cash Management Agreement.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.


 


“CERCLIS”
means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental
Protection Agency.


 


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


 


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


 


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


 


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


 


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


 




    	8 



     


    




equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body.


 


“Class of
Loans” means (i) with respect to Commitments or Loans, those of such Commitments or Loans that have the same terms and
conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable
in connection with such Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)) and (ii) with
respect to Lenders, those of such Lenders that have Commitments or Loans of a particular Class.


 


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
10.01.


 


“Closing Date
Acquisition” means the Acquisition by the Company or one of its Affiliates of one hundred percent (100%) of the outstanding
Equity Interests of the Target pursuant to the terms of the Purchase Agreement.


 


“Closing Date
Material Adverse Effect” means any event, occurrence, fact, condition or change that has been or would reasonably be
expected to become, individually or in the aggregate, materially adverse to: (a) the consolidated results of operations or financial
condition of the Target and the Target’s Subsidiaries, taken as a whole or (b) the ability of any Seller (as defined in the
Purchase Agreement) to consummate the transactions contemplated by the Purchase Agreement on a timely basis; provided that
in determining whether there has been or may be a “Closing Date Material Adverse Effect”, no such event, occurrence,
fact, condition or change shall be taken into account to the extent it, directly or indirectly, arises out of, results from or
is attributable to: (i) general economic, business, industry or credit conditions; (ii) conditions generally affecting the industries
in which the Target and the Target’s Subsidiaries operate; (iii) any changes in financial or securities markets in general
(whether in the United States or internationally), including conditions affecting generally the industries or markets in which
the Company and the Company’s Subsidiaries operate; (iv) acts of war (whether or not declared), sabotage, armed hostilities
or terrorism, military actions or the escalation or worsening thereof; (v) any changes in applicable Laws, regulations or accounting
rules, including GAAP, or the interpretation or enforcement thereof; (vi) the taking of any action required by the Purchase Agreement
or the Transaction Documents (as defined in the Purchase Agreement); (vii) the public announcement of the Purchase Agreement or
pendency of the transactions contemplated by the Purchase Agreement, including any suit, action or proceeding in connection with
the transactions contemplated by the Purchase Agreement; (viii) the taking of any action with the approval of the Buyer (as defined
in the Purchase Agreement); (ix) actions required to be taken under applicable Law; (x) any acts of God; and (xi) the failure by
the Target or the Target’s Subsidiaries to meet any projections, estimates or budgets for any period prior to, on or after
the date of the Purchase Agreement (provided that the underlying causes of any such failure shall not be excluded solely
due to this clause (xi) and, provided further, that this clause (xi) shall not be construed as implying that the
Seller (as defined in the Purchase Agreement) is making any representation or warranty in the Purchase Agreement with respect to
any projections, estimates or budgets and no such representations or warranties are being made); provided further that any


 




    	9 



     


    




event, occurrence,
fact, condition or change referred to in clauses (i) through (v) or (ix) immediately above shall be taken into account
in determining whether a Closing Date Material Adverse Effect has occurred or would reasonably be expected to occur to the extent
that such event, occurrence, fact, condition or change affects the Target and the Target’s Subsidiaries in a disproportionate
manner compared to other participants in the industries in which the Target and the Target’s Subsidiaries operate.


 


“Code”
means the Internal Revenue Code of 1986.


 


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


 


“Collateral
and Guarantee Requirement” means, at any relevant time of determination on and after the Closing Date, any or all of
the following (as applicable):


 


(a)          each
Person described in the definition of Domestic Guarantor and each Person described in the definition of Foreign Guarantor shall
have executed and delivered to the Administrative Agent a Guaranty, it being understood that any Guaranty executed by a Foreign
Guarantor shall only Guarantee Obligations of Foreign Obligors;


 


(b)          each
Domestic Obligor shall have executed and delivered to the Administrative Agent (i) a Pledge and Security Agreement or other applicable
Collateral Document with respect to (A) all or substantially all of its assets other than Excluded Assets and (B) the Equity Interests
in its Subsidiaries, limited (1) in the case of pledges of Equity Interests in CFCs and Foreign Holding Companies, to 65% of such
voting Equity Interests and 100% of such non-voting Equity Interests and (2) in the case of any Subsidiary that is disregarded
as an entity from its owner under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for
U.S. federal income tax purposes of Equity Interests in a CFC or CFC debt, to 65% of such Equity Interests, and (ii) if applicable,
an Intellectual Property Security Agreement;


 


(c)          to
the extent required to be delivered pursuant to the terms of the applicable Collateral Documents, all instruments, documents and
chattel paper in the possession of any of the Domestic Obligors, together with allonges or assignments as may be necessary or appropriate
to perfect the Administrative Agent’s and the Secured Parties’ security interest in such Collateral;


 


(d)          all
(i) certificates (including certificates representing Equity Interests and powers in blank with respect thereto, subject to clause
(b) of this definition), agreements, documents and instruments, including UCC financing statements, required by the Collateral
Documents and as reasonably requested by the Administrative Agent to be filed, delivered, registered or recorded to create the
Liens intended to be created by the Collateral Documents and perfect such Liens to the extent required by, and with the priority
required by, the Collateral Documents and the other provisions of the term “Collateral and Guarantee Requirement,”
shall have been filed, registered or recorded or


 




    	10 



     


    

 


delivered
to the Administrative Agent for filing, registration or recording and (ii) Taxes, fees and other charges, if any, in connection
with the execution, delivery, recording, filing and registration of any of the Loan Documents shall have been paid;


 


(e)          in
the case of any of the foregoing executed and delivered after the Closing Date, to the extent reasonably requested by the Administrative
Agent, the Administrative Agent shall have received documents, Organization Documents, certificates, resolutions and opinions of
the type referred to in Section 4.01(a)(iii), (iv) and (v) with respect to each such Person and its Guarantee
and/or provision and perfection of Collateral; and


 


(f)          in
connection with any of the foregoing, upon request of the Administrative Agent, the Administrative Agent shall have been provided
(i) searches of UCC or similar filings in the jurisdiction of incorporation or formation, as applicable, of each Domestic Obligor
and each domestic jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the
Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions
and evidence that no Liens exist other than Permitted Liens, (ii) Tax lien, judgment and bankruptcy searches or other evidence
reasonably satisfactory to it that all Taxes, filing fees, recording fees related to the perfection of the Liens on the Collateral
have been paid and (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright
filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the
Intellectual Property;


 


(g)          the
Administrative Agent shall have received copies of insurance policies, declaration pages, certificates, and endorsements of insurance
or insurance binders evidencing liability, casualty and property insurance meeting the requirements set forth herein or in the
Collateral Documents; and


 


(h)          at
the request of the Administrative Agent, each Domestic Obligor shall have used commercially reasonable efforts to obtain control
agreements or similar arrangements with respect to (i) Material Deposit Accounts of such Domestic Obligor located in the United
States and the perfection of which is governed by the laws of the United States, except to the extent any such Material Deposit
Account is held with a Lender or an Affiliate of a Lender and (ii) Material Securities Accounts of such Domestic Obligor located
in the United States and the perfection of which is governed by the laws of the United States, except to the extent any such Material
Securities Account is held with a Lender or an Affiliate of a Lender;


 


provided that the Collateral
shall not include, and the Collateral and Guarantee Requirement shall not require, any of the following: (i) any filings or other
action in any jurisdiction outside of the United States or required by the Laws of any jurisdiction outside of the United States
to create or perfect any security interest, including, without limitation, any intellectual property registered in any jurisdiction
outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the
laws of any jurisdiction outside the United States); (ii) any bailee waivers, landlord waivers, estoppels or collateral access
letters;


 




    	11 



     


    




(iii) any notices to be sent to
account debtors or other contractual third parties (other than during the continuance of Event of Default); (iv) pledges and security
interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable
anti-assignment provisions of the Uniform Commercial Code or other applicable Law (including pursuant to Section 9-406, 9-407,
9-408 or 9-409 of the Uniform Commercial Code)), other than proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition; (v) Equity Interests
in any Person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational
or joint venture documents; (vi) (A) more than 65% of the voting Equity Interests in any Subsidiary that is a CFC or Foreign Holding
Company, and (B) more than 65% of the voting Equity Interests in any Subsidiary that is disregarded as an entity from its owner
under Treasury Regulations Section 301.7701-3 and substantially all the assets of which consist for U.S. federal income tax purposes
of Equity Interests in a CFC or CFC debt; (vii) assets to the extent a security interest in such assets would result in adverse
tax consequences to the Company or any of its Restricted Subsidiaries (including as a result of the operation of Section 956 of
the Code or any similar law or regulation in any applicable jurisdiction) or material adverse regulatory consequences to the Company
and its Restricted Subsidiaries, in each case as reasonably determined by the Company; (viii) any lease, license, state or local
franchise, charter, authorization, contract, or other agreement or any property subject to a purchase money security interest or
Permitted Lien or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such
lease, license, state or local franchise, charter, authorization, contract, or other agreement or purchase money arrangement or
create a right of termination in favor of any other party thereto (other than the Loan Parties), after giving effect to the applicable
anti-assignment provisions of the Uniform Commercial Code or other applicable Law (including pursuant to Section 9-406, 9-407,
9-408 or 9-409 of the Uniform Commercial Code), other than proceeds and receivables thereof, the assignment of which is expressly
deemed effective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition; (ix) any of the Equity
Interests of Subsidiaries that are held by CFCs or Foreign Holding Companies of the Company; (x) any fee-owned real property and
all leasehold interests; (xi) those assets as to which the Administrative Agent and the Company reasonably determine that the costs
of obtaining, perfecting or maintaining a security interest in such assets exceeds the practical benefit to the Lenders afforded
thereby; (xii) motor vehicles and other assets to the extent perfection must be obtained through notation on a certificate of title,
letter of credit rights (other than to the extent such rights can be perfected by filing a UCC-1) and commercial tort claims other
than Material Commercial Tort Claims; (xiii) any cash collateral provided to third parties (including sureties) in the ordinary
course of business; (xiv) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal Law; (xv) any property and assets the pledge of which would violate applicable Law or any contract, or require any contractual
third party consent or governmental consent (unless such consent shall have been obtained, it being understood that nothing in
this proviso obligates the applicable Loan Party to seek any such consent), approval, license or authorization (but only to the
extent, and for so long as, such requirement for consent, approval, license or authorization is not rendered ineffective by, or
is otherwise unenforceable under, the Uniform Commercial Code or any other applicable




    	12 



     


    

 


law (including pursuant to Section
9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code)); (xvi) any Equity Interests in a public company to the extent the
grant thereof, after giving effect to applicable safe-harbors and other exceptions, would violate applicable U.S. margin regulations;
(xvii) any payroll accounts, employee wage and benefit accounts, tax accounts, escrow accounts, or fiduciary or trust accounts;
and (xviii) any asset (including any Subsidiary (after giving effect to the Closing Date Acquisition)) identified by the Company
to the Administrative Agent on or prior to the Closing Date as being an intended subject of Disposition pursuant to Section
7.05(g), but only until the earlier of (A) the date on which the Company notifies the Administrative Agent such asset is no
longer intended so to be Disposed (which the Company agrees promptly to do) or (B) the date that is 90 days after the Closing Date
(and any assets not required to be granted or pledged pursuant to any of clauses (i) through (xviii) of this proviso, so long as
not so required to be granted or pledged, shall be referred to as “Excluded Assets”). The Administrative Agent
may grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal
opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Restricted Subsidiary
(including extensions beyond the Closing Date or in connection with assets acquired, or Restricted Subsidiaries formed or acquired,
after the Closing Date). For the avoidance of doubt, during a Collateral Release Period, the Collateral and Guarantee Requirement
shall be limited to the provisions with respect to the providing of Guaranties (and related action), and shall not require any
action with respect to the granting or perfection of any assets or Collateral (provided the other provisions of this document
relating to the provision of Cash Collateral shall continue to apply).


 


“Collateral
Documents” means, collectively, the Security and Pledge Agreement, the Intellectual Property Security Agreements, any
other collateral assignments, joinders, supplements, security agreements, pledge agreements or other similar agreements delivered
to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates
or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Collateral
Reinstatement Event” means, during a Collateral Release Period and after the related release of Collateral as provided
for in Section 10.22(a), the occurrence of both of the following: (a) either (i) the Consolidated Net Leverage Ratio of
the Company and its Restricted Subsidiaries as of the last day of the two most recently ended fiscal quarters for which a Compliance
Certificate and financial statements have been delivered pursuant to Sections 6.01 and 6.02 is greater than or equal
to 2.50 to 1.00, or (ii) the Consolidated Net Leverage Ratio of the Company and its Restricted Subsidiaries in connection with
a pro forma calculation thereof for any purpose other than the delivery of a Compliance Certificate delivered pursuant to
Section 6.02(a) (including the making of Acquisitions, the proposed incurrence of an Incremental Facility or otherwise)
is greater than or equal to 3.00 to 1.00 at any time during such Collateral Release Period, and (b) the occurrence of two of the
three of the following events: (i) the corporate family rating of the Company and its Subsidiaries from Moody’s is Ba1 or
below, or no corporate family rating is provided by Moody’s, (ii) the corporate rating of the Company and its Subsidiaries
from S&P is BB+ or below or no corporate rating is provided by S&P or (iii) the corporate rating of the Company and its
Subsidiaries from Fitch is BB+ or below or no corporate rating is provided by Fitch. In the event that any rating agency changes
its rating system, the


 




    	13 



     


    

 


referenced ratings
shall be the ratings equivalent to the above-denominated ratings prior to giving effect to such change, as reasonably determined
by the Administrative Agent.


 


“Collateral
Release” has the meaning specified in Section 10.22.


 


“Collateral
Release Event” means the satisfaction of each of the following conditions: (a) the Company submits a written request
for a Collateral Release to the Administrative Agent (which request shall certify to the following conditions (b) and (c)), (b)
either (i) the Consolidated Net Leverage Ratio of the Company and its Restricted Subsidiaries is less than 2.00 to 1.00 both (x)
as of the last day of each of the two most recently ended fiscal quarters for which a Compliance Certificate and financial statements
have been delivered pursuant to Sections 6.01 and 6.02 and (y) as of such date of request, on a pro forma basis (as
demonstrated in reasonable detail in such written request for a Collateral Release), or (ii) a Ratings Release Trigger Event shall
have occurred, and (c) no Default or Event of Default shall have occurred and be continuing or would result from the requested
Collateral Release.


 


“Collateral
Release Period” means, each period commencing with the occurrence of a Collateral Release Event, and continuing until
the Collateral Reinstatement Event immediately following such Collateral Release Event.


 


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may require.


 


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


 


“Company”
has the meaning specified in the Preliminary Statements.


 


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


 


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


 


“Consolidated
EBITDA” means, for any Measurement Period, an amount equal to:


 


(a)        Consolidated
Net Income of the Company and its Restricted Subsidiaries on a consolidated basis for such Measurement Period;


 


plus (in all
cases, without duplication):


 




    	14 



     


    

 


(b)        the
following to the extent deducted in calculating (or otherwise reducing or not included in the calculation of) such Consolidated
Net Income for such Measurement Period:


 


(i)        Consolidated
Interest Charges for such period;


 


(ii)        the
provision for Federal, state, local and foreign income taxes;


 


(iii)        depreciation
and amortization expense;


 


(iv)        any
out-of-pocket expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment,
Acquisition, Disposition or recapitalization permitted under the Loan Documents, or the incurrence of Indebtedness permitted to
be incurred under the Loan Documents (including a refinancing thereof), in any such case whether or not successful, excluding any
fees, expenses or charges related to the Transactions, which are addressed in clause (xii) below, but including (A) such fees,
expenses or charges related to any other credit facilities and (B) any amendment or other modification of the Loan Documents and
any other credit facilities, in an aggregate amount for all adjustments under this clause (b)(iv), when combined with clauses (b)(v)
and (b)(xi) below, not to exceed 15% of Consolidated EBITDA (determined without giving effect to any adjustments under this clause
(b)(iv) or any of clauses (b)(v), (b)(vi) and (b)(xi) below) in any applicable Measurement Period;


 


(v)         the
amount of any non-recurring or unusual expense, restructuring charge, reserve or integration cost, or startup cost or expense,
in any such case in connection with any Acquisition, Disposition, recapitalization, restructuring, closure, reallocation or relocation,
including severance pay and other employee termination costs, in each case to the extent such transaction is permitted under the
Loan Documents, but excluding non-recurring expense, restructuring charge, reserve or integration cost, or startup cost or expense,
in any such case in connection with the Transactions, in an aggregate amount for all adjustments under this clause (b)(v), when
combined with clause (b)(iv) above and clause (b)(xi) below, not to exceed 15% of Consolidated EBITDA (determined without giving
effect to any adjustments under this clause (b)(v) or any of clause (b)(iv) above and clauses (b)(vi) and (b)(xi) below) in any
applicable Measurement Period;


 


(vi)        pro
forma “run rate” cost savings, operating expense reductions and other synergies related to Acquisitions, Dispositions,
restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected
by the Company in good faith to result from actions that have been taken or with respect to which substantial steps have been taken
or are expected to be taken (in the good faith determination of the Company) within eighteen months after any Acquisition, Disposition,
restructuring, cost savings initiative or other initiative, but excluding cost savings, operating expense


 




    	15 



     


    

 


reductions and other synergies
related to, in any such case, in connection with the Transactions, in an aggregate amount for all adjustments under this clause
(b)(vi) not to exceed 15% of Consolidated EBITDA (determined without giving effect to any adjustments under this clause (b)(vi)
or any of clauses (b)(iv) or (b)(v) above and clause (b)(xi) below) in any applicable Measurement Period;


 


(vii)       other
non-cash charges, write-downs, expenses, non-cash losses and non-cash items reducing Consolidated Net Income of such person for
such period, including any impairment charges, the impact of purchase accounting, stock-based compensation expenses or earnouts
or other contingent obligations incurred in connection with any Acquisition or Investment, provided, that if any such non-cash
charge or expense represents an accrual or reserve for potential cash items in any future period, (A) the Company may determine
not to add back such non-cash charge in the current period and (B) to the extent the Company does decide to add back such non-cash
charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA pursuant to clause
(c)(iv) below;


 


(viii)      expenses
and charges relating to non-controlling interests and equity income in non-wholly owned Restricted Subsidiaries;


 


(ix)         realized
or unrealized foreign currency translation or transaction losses impacting net income (including, without limitation, currency
re-measurements of Indebtedness and any net losses from hedge agreements for currency exchange risk associated with the above or
any other currency-related risks and those resulting from intercompany Indebtedness);


 


(x) to the extent actually reimbursed
by insurance or a third party, amounts paid for legal settlements, fines, judgments or orders;


 


(xi) costs and expenses associated
with transfers, relocations, departures and/or hiring of senior officers of the Company and its Restricted Subsidiaries or other
members of the management executive committee of the Company, including severance and other termination costs and relocation expenses,
but excluding costs and expenses associated with transfers, relocations, departures and/or hiring of senior officers of the Company
and its Restricted Subsidiaries or other members of the management executive committee of the Company in each case in connection
with the Transactions, in an aggregate amount for all adjustments under this clause (b)(xi), when combined with clauses (b)(iv)
and (b)(v) above, not to exceed 15% of Consolidated EBITDA (determined without giving effect to any adjustments under this clause
(b)(xi) or any of clauses (b)(iv), (b)(v) and (b)(vi) above) in any applicable Measurement Period; and


 


(xii) (A) fees, costs and expenses
incurred by the Company and its Restricted Subsidiaries in connection with the Transactions and (B) synergies related to the Closing
Date Acquisition that are reasonably identifiable, factually supportable




    	16 



     


    

 


and projected by the Company in
good faith to be realized within 18 months of the closing of the Closing Date Acquisition, in an aggregate amount for all adjustments
under this clause (xii)(B) not to exceed $40,000,000;


 


minus (in all
cases, without duplication):


 


(c)          the
following to the extent included in the calculation of (or otherwise increasing, including by not being deducted in such calculation)
Consolidated Net Income for such Measurement Period:


 


(i)        non-cash
gains other than (A) non-cash gains to the extent they represent the reversal of an accrual or cash reserve for a potential cash
item that reduced Consolidated EBITDA in any prior period and (B) non-cash gains with respect to cash actually received in a prior
period so long as such cash did not increase Consolidated EBITDA in such prior period;


 


(ii)         Federal,
state, local and foreign income tax credits received or accrued during such period;


 


(iii)        realized
or unrealized foreign currency translation or transaction gains impacting net income (including, without limitation, currency re-measurements
of Indebtedness and any net gains from Swap Contracts for currency exchange risk associated with the above or any other currency-related
risks and those resulting from intercompany Indebtedness); and


 


(iv)        any
cash payment during such period in respect of a non-cash charge or expense added to net income in computing Consolidated EBITDA
in a prior period pursuant to clause (b)(vii) above.


 


Notwithstanding anything to the contrary
contained herein, for purposes of determining Consolidated EBITDA of the Company and its Restricted Subsidiaries for any Measurement
Period that includes any fiscal quarter of the Company ended prior to the Closing Date, Consolidated EBITDA for each applicable
fiscal quarter shall be as set forth on Schedule 1.01(a).


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Company and its Restricted Subsidiaries on a consolidated
basis, but without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term,
for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than
Letters of Credit to the extent such Letters of Credit support Indebtedness otherwise included in clauses (a) through (g) hereof),
(d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business), (e) all Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations,
(f) without duplication, all Guarantees with respect to outstanding Indebtedness of


 




    	17 



     


    

 


the types specified in clauses (a) through (e) above
of Persons other than the Company or any Restricted Subsidiary, and (g) all Indebtedness of the types referred to
in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which the Company or a Restricted Subsidiary is a general partner or joint
venturer, unless such Indebtedness is expressly made non-recourse to the Company or such Restricted Subsidiary.


 


“Consolidated
Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees,
charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense
under Capitalized Leases that is treated as interest in accordance with GAAP, plus or minus the benefits or detriments, as the
case may be, of any interest rate protection in each case, of or by the Company and its Restricted Subsidiaries on a consolidated
basis for the most recently completed Measurement Period.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Charges, in each case, of or by the Company and its Restricted Subsidiaries on a consolidated basis for the most recently
completed Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Company and its Restricted Subsidiaries
on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall
exclude (a) extraordinary gains and extraordinary losses for such Measurement Period, and (b) any income (or loss) for such Measurement
Period of Primex Ltd. (except that amount of cash actually distributed by Primex Ltd. during such Measurement Period to the Company
or a Restricted Subsidiary as a dividend or other distribution shall be included).


 


“Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the excess of (i) Consolidated Funded Indebtedness
as of such date over (ii) an amount equal to the sum of (A) one-hundred percent (100%) of the cash held by the Company and its
Restricted Subsidiaries that are Domestic Subsidiaries in the United States on such date and (B) eighty percent (80%) of the cash
held by Restricted Subsidiaries that are Foreign Subsidiaries on such date, in each case free and clear of all Liens (other than
non-consensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a)) to (b) Consolidated EBITDA
of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.


 


“Consolidated
Net Leverage Ratio Increase” has the meaning specified in Section 7.11(b).


 


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


 




    	18 



     


    

 


“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.


 


“Covered Entity”
has the meaning specified in Section 10.23(b).


 


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


 


“Customary
Permitted Liens” means (a) Liens (other than any Lien imposed under ERISA) for Taxes, assessments or charges of any Governmental
Authority or claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained in accordance with the provisions of GAAP, (b) Liens of
landlords and Liens of carriers, warehousemen, mechanics, materialmen, customs and revenue authorities and other Liens (other than
any Lien imposed under ERISA) created in the ordinary course of business for amounts not yet due or which are being contested in
good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained
in accordance with the provisions of GAAP, (c) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the
ordinary course of business (including, without limitation, surety bonds and appeal bonds and Liens securing obligations under
indemnity agreements for surety bonds) or other Liens in connection with workers’ compensation, unemployment insurance and
other types of social security benefits, (d) Liens consisting of any right of offset, or statutory or consensual banker’s
lien, on bank deposits or securities accounts maintained in the ordinary course of business so long as such bank deposits or securities
accounts are not established or maintained for the purpose of providing such right of offset or banker’s lien, (e) easements
(including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially
with the ordinary conduct of the business of the Company or its Restricted Subsidiaries and which do not materially detract from
the value of the property to which they attach or materially impair the use thereof to the Company or its Restricted Subsidiaries
and (f) building restrictions, zoning laws and other similar statutes, law, rules, regulations, ordinances and restrictions, now
or at any time hereafter adopted by any Governmental Authority having jurisdiction.


 


“Daily Floating
LIBOR Rate” means the fluctuating rate of interest, which can change on each Business Day, equal to the London Interbank
Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the date in question, for Dollar deposits
with a term equivalent to a one (1) month term beginning on that date, and if any such applicable rate is below zero, the Daily
Floating LIBOR Rate for such day will be deemed to be zero.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium,


 




    	19 



     


    

 


rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time
in effect, including but not limited to the Dutch Bankruptcy Act (Faillissementswet), the Tax Collection Act of the Netherlands
(Invorderingswet 1990) or Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen).


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit
Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.18(b), any Lender that (a) has failed to (i) fund 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 Company in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any
other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit
or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the
L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such lender’s obligation to fund
a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Company,
to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i)
become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such
a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or


 




    	20 



     


    




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 Section 2.18(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination,
which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swing Line Lender and each other Lender
promptly following such determination.


 


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


 


“Designated
Borrower Notice” has the meaning specified in Section 2.15.


 


“Designated
Borrower Request and Assumption Agreement” has the meaning specified in Section 2.15.


 


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


 


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


 


“Disqualified
Equity Interests” means, as to any Person, any Equity Interests of such Person or any other Person which, pursuant to
the certificate of designation, or other corporate document or other agreement governing the terms thereof, such Person is obligated
to purchase, redeem, retire, defease or otherwise acquire for value such Equity Interests or any warrants, rights or options to
acquire such Equity Interests; the amount of the obligation to purchase, redeem, retire, defease or acquire any of the foregoing
shall be with respect to (a) preferred Equity Interests, the liquidation preference or value of all shares, units or interests
(including all accrued, accreted and paid-in-kind amounts as of any date of determination) in respect of such Disqualified Equity
Interests and (b) all other such Equity Interests, the aggregate amount of all such obligations in respect of such Disqualified
Equity Interests as of any date of determination.


 


“Disqualified
Institution” means, on any date, any Person that is a competitor of the Company or any of its Subsidiaries (other than
a bona fide debt fund affiliate thereof), which Person has been designated by the Company as a “Disqualified Institution”
by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than 2 Business
Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the Company
has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent
and the Lenders from time to time. As of the Closing Date, there are no Disqualified Institutions.


 


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


 




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


 


“Domestic
Designated Borrower” means any Designated Borrower that is organized under the laws of the United States, a state or
other political subdivision thereof or the District of Columbia.


 


“Domestic
Guarantors” means, collectively, (a) the Company, (b) each Domestic Designated Borrower, (c) each Material Domestic Subsidiary
of the Company and (d) any other Domestic Subsidiary that is from time to time party to the Guaranty or any other agreement pursuant
to which it guarantees the Obligations or any portion thereof (including any Domestic Subsidiary, if any, that the Company, in
its discretion, may cause to be a Domestic Guarantor).


 


“Domestic
Obligor” means the Company and each Loan Party that is a Domestic Subsidiary.


 


“Domestic
Subsidiary” means any Restricted Subsidiary that is organized under the laws of any political subdivision of the United
States; provided that in all events and for all purposes under the Loan Documents (and without regard to whether any such
Person is then owned, directly or indirectly, by a Foreign Subsidiary of the Company), G.H. Holdings Inc., a Delaware corporation
and indirect Subsidiary of the Target, and its Domestic Subsidiaries shall be considered Domestic Subsidiaries.


 


“DQ List”
has the meaning specified in Section 10.06(g)(iv).


 


“Dutch Auction”
has the meaning specified in Section 10.06(h).


 


“Dutch Borrower”
means Quaker Chemical B.V., a corporation organized under the laws of the Netherlands and wholly owned (indirectly) by the Company.


 


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


 


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


 


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


 




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“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v)
(subject to such consents, if any, as may be required under Section 10.06(b)(iii)). For the avoidance of doubt, any Disqualified
Institution is subject to Section 10.06(g).


 


“Environment”
means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources
such as wetland, flora and fauna.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits or governmental restrictions relating to pollution or the protection of the Environment or human health
(to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling,
transport, storage, treatment, Release threat of Release of Hazardous Materials.


 


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


 


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


 


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


 


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


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as
defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (c) a complete or partial withdrawal by the Company or any


 




    	23 



     


    




ERISA Affiliate from
a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate,
the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; (e) the institution by the PBGC of proceedings
to terminate a Pension Plan or a Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension
Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status within the meaning of Sections
430, 431, and 432 of the Code or Sections 303, 304, and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; or (i)
a failure by the Company or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect
of a Pension Plan, whether or not waived, or the failure by the Company or any ERISA Affiliate to make any required contribution
to a Multiemployer Plan.


 


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


 


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


 


“Euro Swing
Line Rate” means a rate per annum equal to LIBOR for Euros, or if such rate is not available, a comparable or successor
rate which rate is reasonably selected by the Administrative Agent in consultation with the applicable Borrower, as published on
the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) at approximately 11:00 a.m. (London time) for an amount comparable to the amount
of that Loan on such day for overnight deposits in Euros, and, if any such applicable rate is below zero, the Euro Swing Line Rate
for such day will be deemed to be zero; provided that after the Closing Date and to the extent a comparable or successor
rate is reasonably selected by the Administrative Agent (as contemplated above), such selected 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 selected rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent.


 


“Euro Term
Borrowing” means a borrowing consisting of simultaneous Euro Term Loans of the same Type and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Euro Term Lenders pursuant to Section 2.01(b).


 


“Euro Term
Commitment” means, as to each Euro Term Lender, its obligation to make Euro Term Loans to the Dutch Borrower pursuant
to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 under the caption “Euro Term Commitment” or opposite such caption
in the Assignment and Assumption pursuant to which such Euro Term Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.


 




    	24 



     


    




“Euro Term
Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Euro Term Commitments
at such time and (b) thereafter, the aggregate principal amount of the Euro Term Loans of all Euro Term Lenders outstanding
at such time. The aggregate principal amount of the Euro Term Facility on the Closing Date is €134,801,168.25.


 


“Euro Term
Lender” means at any time, (a) on or prior to the Closing Date, any Lender that has a Euro Term Commitment at such time
and (b) at any time after the Closing Date, any Lender that holds Euro Term Loans at such time.


 


“Euro Term
Loan” means an advance made by any Euro Term Lender under the Euro Term Facility.


 


“Euro Term
Note” means a promissory note made by the Dutch Borrower in favor of a Euro Term Lender, evidencing Euro Term Loans made
by such Euro Term Lender, substantially in the form of Exhibit C-1.


 


“Eurocurrency
Rate” means:


 


(a)          With
respect to any Credit Extension:


 


(i)          denominated
in a LIBOR Quoted Currency, the rate per annum equal to the LIBOR Screen Rate or a comparable or successor rate which rate is approved
by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period;


 


(ii)         denominated
in Canadian dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor
rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00
a.m. (Toronto, Ontario time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(iii)        denominated
in Australian dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate (“BBSY”) or a comparable or
successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period;


 


(iv)        denominated
in Mexican Pesos, the rate per annum equal to the Interbanking Equilibrium Interest Rate (“TIIE”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published by Banco de Mexico in the Federation’s
Official Gazette (or such other commercially available source providing such quotations as may


 




    	25 



     


    

 


be designated by the
Administrative Agent from time to time) at or about 2:00 p.m. (Mexico City, Mexico time) on the Rate Determination Date with a
term equivalent to such Interest Period;


 


(v)         with
respect to a Credit Extension denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect
to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Revolving Credit
Lenders pursuant to Section 1.06(a); and


 


(b)          for
any rate calculation with respect to a Base Rate 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 U.S. Dollar deposits with a term of one month commencing that day;


 


provided that
to the extent a comparable or successor rate required above is approved by the Administrative Agent in connection with any rate
set forth in this definition, 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; and provided, further, if any
Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement (including the calculation
of the Base Rate in accordance with clause (b) above and the definition thereof).


 


“Eurocurrency
Rate Loan” means a Revolving Credit Loan or a Term Loan that bears interest at a rate based on clause (a) of
the definition of “Eurocurrency Rate”. Eurocurrency Rate Loans may be denominated in Dollars, in Euros (with respect
to the Euro Term Loan or a Revolving Credit Loan) or in another Alternative Currency (solely with respect to a Revolving Credit
Loan). All Loans denominated in any Alternative Currency (other than Swing Line Loans denominated in Euros) must be Eurocurrency
Rate Loans.


 


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


 


“Excluded
Assets” has the meaning given thereto in the proviso to the definition of Collateral and Guarantee Requirement.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, L/C Issuer or Swing Line Lender, its Lending Office, or the lending office of an L/C Issuer
or Swing Line Lender, located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other
Connection Taxes, (b) in the case of a Lender, L/C Issuer or Swing Line Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender, L/C Issuer or Swing Line Lender with respect to an applicable interest in a Loan,
Commitment or Obligation pursuant to a law in effect on the date on which (i) such Lender, L/C Issuer or Swing Line Lender acquires
such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 3.06)
or (ii) such Lender, L/C Issuer or Swing


 




    	26 



     


    




Line Lender changes
its Lending Office or the lending office of an L/C Issuer or Swing Line Lender, except in each case to the extent that, pursuant
to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor
immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes
imposed pursuant to FATCA.


 


“Existing
Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of June 14, 2013 among the Company,
certain Subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent, and the lenders from time to
time party thereto.


 


“Existing
Letters of Credit” means, collectively, those Letters of Credit issued under the Existing Credit Agreement and set forth
on Schedule 1.01(b). Existing Letters of Credit shall be deemed, as of the Closing Date, to be outstanding under the Revolving
Credit Facility.


 


“Existing
Target Credit Agreements” means, (a) that certain First Lien Credit Agreement, dated as of December 20, 2012, among G.H.
Holdings Inc., HII Holding Corporation, GH International Inc., Houghton Europe B.V., the Lenders, and Royal Bank of Canada, as
U.S. Administrative Agent and U.S. Collateral Agent, RBC Europe Limited, as administrative agent and as collateral agent, RBC Capital
Markets, as Syndication Agent, RBC Capital Markets and Deutsche Bank Securities Inc., as Co-Documentation Agents, RBC Capital Markets,
Deutsche Bank Securities Inc. and UBS Securities LLC, as Joint Lead Arrangers, and RBC Capital Markets, Deutsche Bank Securities
Inc. and UBS Securities LLC, as Joint Bookrunners, as amended prior to the date hereof, and (b) that certain Second Lien Credit
Agreement, dated as of December 20, 2012, among G.H. Holdings Inc., HII Holding Corporation, the Lenders party hereto, and Royal
Bank of Canada, as Administrative Agent and Collateral Agent, RBC Capital Markets, as Syndication Agent, RBC Capital Markets and
Deutsche Bank Securities Inc., as Co- Documentation Agents, RBC Capital Markets, Deutsche Bank Securities Inc. and UBS Securities
LLC, as Joint Lead Arrangers and RBC Capital Markets, Deutsche Bank Securities Inc. and UBS Securities LLC, as Joint Bookrunners,
as amended prior to the date hereof.


 


“Extended
Revolving Credit Commitment” means any Class of Revolving Credit Commitments the maturity of which shall have been extended
pursuant to Section 10.21.


 


“Extended
Revolving Loans” means any Revolving Loans made pursuant to the Extended Revolving Credit Commitments.


 


“Extended
Term Loans” means any Class of Term Loans the maturity of which shall have been extended pursuant to Section 10.21.


 


“Extension”
has the meaning set forth in Section 10.21(a).


 


“Extension
Amendment” means an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower,
be in the form of an amendment and restatement of this Agreement) among the Loan Parties, the applicable extending Lenders, the
Administrative Agent and, to the extent required by Section 10.21, the L/C Issuer and/or the Swing Line Lenders implementing
an Extension in accordance with Section 10.21.


 




    	27 



     


    

 


“Extension
Offer” has the meaning set forth in Section 10.21(a).


 


“Extraordinary
Receipt” means any cash received by or paid to or for the account of any Person constituting proceeds of property or
casualty insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation
for lost earnings) or condemnation awards (and payments in lieu thereof).


 


“Facility”
means either Term Facility or the Revolving Credit Facility, as the context may require.


 


“Facility
Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments
have terminated, (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations that are
not yet due, (ii) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Bilateral
Foreign Loan Facilities and (iii) obligations under Letters of Credit that have been addressed in accordance with the ensuing clause
(c)), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with
respect thereto reasonably satisfactory to the Administrative Agent (to the extent the Administrative Agent is a party to such
arrangements) and the L/C Issuer shall have been made).


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially
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 intergovernmental agreement between a foreign country
and the United States entered into in connection with the implementation of 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 as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.


 


“Fee Letters”
means each of (a) the letter agreement dated as of April 4, 2017 by and among the Company, Bank of America and MLPFS and (b) the
letter agreement dated as of April 4, 2017 by and among the Company, Bank of America, Deutsche Bank AG New York Branch and the
Arrangers.


 


“Fitch”
means Fitch Ratings Inc. and any successor thereto.


 




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“Foreign Designated
Borrower” means the Dutch Borrower and any other Designated Borrower that is not a Domestic Designated Borrower.


 


“Foreign Guarantors”
means, collectively, each Material Foreign Subsidiary of the Company and, if any, any other Foreign Subsidiary that the Company,
in its discretion, may cause to be a Foreign Guarantor.


 


“Foreign Holding
Company” means any (i) Domestic Subsidiary, if all or substantially all of the assets of such Domestic Subsidiary consist
of equity or debt of one or more Foreign Subsidiaries that are CFCs, or (ii) Subsidiary that is a disregarded entity for U.S. federal
income tax purposes and that is directly owned by a Loan Party or a Domestic Subsidiary of a Loan Party, substantially all of the
assets of which consist, in each case, of equity or debt of one or more Foreign Subsidiaries that are CFCs.


 


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


 


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


 


“Foreign Subsidiary”
means any Restricted Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof
or the District of Columbia.


 


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


 


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


 


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


 


“Funding Indemnity
Letter” means a funding indemnity letter in a form reasonably satisfactory to the Administrative Agent.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the


 




    	29 



     


    

 


accounting profession
in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


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


 


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


 


“Guarantors”
means, collectively, each Domestic Guarantor and each Foreign Guarantor.


 


“Guaranty”
means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit
F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.


 


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


 


“Hedge Bank”
means any Person that either (a) at the time it enters into a Swap Contract required or permitted under Article VI or VII,
is a Lender or an Affiliate of a Lender or (b) is a party to a Swap Contract required or permitted under Article VI or VII
at the time it (or its


 




    	30 



     


    




applicable Affiliate)
becomes a Lender (either on the Closing Date or thereafter as an Eligible Assignee), in each case in its capacity as a party to
such Swap Contract.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements delivered under or referred to herein.


 


“Impacted
Loans” has the meaning assigned to such term in Section 3.03.


 


“Increase
Effective Date” has the meaning assigned to such term in Section 2.16(c).


 


“Incremental
Increases” has the meaning assigned to such term in Section 2.16(a).


 


“Incremental
Term Loans” has the meaning assigned to such term in Section 2.16(a).


 


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


 


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


 


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


 


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


 


(d)          all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business and, in each case, not past due for more than 90 days after the date on which the related invoices
was originally payable, which date is for more than 90 days after the date the invoice was originally issued);


 


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


 


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


 


(g)          all
obligations of such Person in respect of Disqualified Equity Interests; and


 


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


 




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For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.


 


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


 


“Indemnitee”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Intellectual
Property Security Agreement” means an intellectual property security agreement, in form and substance reasonably satisfactory
to the Administrative Agent, as supplemented and joined from time to time by the execution and delivery of supplements and joinders
as provided therein or otherwise reasonably acceptable to the Administrative Agent.


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any
Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the
last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made
(with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).


 


“Interest
Period” means, (a) as to each Eurocurrency Rate Loan (other than a Eurocurrency Rate Loan denominated in Mexican Pesos),
the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate
Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability) and (b) as to each
Eurocurrency Rate Loan denominated in Mexican Pesos, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date 28 days, 91 days or 182 days thereafter, in each
case, as selected by the Company in its Committed Loan Notice, or (c) such other period that is twelve months or less requested
by the Company and consented to by all the Appropriate Lenders; provided that:


 


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


 


(ii)         any
Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically


 




    	32 



     


    

 


corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end
of such Interest Period; and


 


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


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition
(in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investments but reduced by the aggregate amount of any dividends, distributions or other cash amounts
subsequently received by the Borrowers and Restricted Subsidiaries in respect of such Investments.


 


“IP Rights”
has the meaning specified in Section 5.17.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


“Latest Maturity
Date” means the latest of the Maturity Date for the Revolving Credit Facility, the Maturity Date for the Term Facility,
the Maturity Date for the Euro Term Facility and any Incremental Term Loan Maturity Date applicable to existing Incremental Term
Loans, as of any date of determination.


 


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


 


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




    	33 



     


    




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


 


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


 


“L/C Issuer”
means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lenders.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office
may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context
otherwise requires each reference to a Lender shall include its applicable Lending Office.


 


“Letter of
Credit” means any letter of credit issued hereunder, providing for the payment of cash upon the honoring of a presentation
thereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit. All Letters of Credit may be issued in Dollars or in an Alternative Currency.


 


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


 


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


 


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


 


“Letter of
Credit Sublimit” means an amount equal to $50,000,000. The Letter of Credit Sublimit is part of, and not in addition
to, the Revolving Credit Facility.


 


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


 




    	34 



     


    

 


“LIBOR Quoted
Currency” means each of Dollars, Euros, Sterling and Yen, in each case so long as there is a published LIBOR rate with
respect thereto.


 


“LIBOR Screen
Rate” means the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable
or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page or
other applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source
providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor
Rate” has the meaning assigned to such term in Section 3.03(b).


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of 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 in consultation with the Company, 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 is reasonably necessary in connection with the administration of this Agreement).


 


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


 


“Limited Condition
Acquisition” means any Permitted Acquisition the consummation of which is not conditioned (under the applicable purchase
agreement) on the availability of, or on obtaining, third-party financing (as notified by the Company to the Administrative Agent
in the notice described in clause (g)(i) of the definition thereof).


 


“Loan”
means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan
or a Swing Line Loan.


 


“Loan Documents”
means, collectively, this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, any agreement creating
or perfecting rights in cash collateral pursuant to the provisions of Section 2.17 of this Agreement, the Guaranty, the
Collateral Documents, each Fee Letter and each Issuer Document.


 


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


 




    	35 



     


    

 


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


 


“Material
Acquisition” means an Acquisition where the aggregate consideration (including the amount of any earnout or other post-closing
payment reasonably estimated to be payable) exceeds $150,000,000.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, or financial liabilities (actual or contingent) or condition (financial or otherwise) of the Company or the Company
and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any
Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which
it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.


 


“Material
Commercial Tort Claim” means any commercial tort claim with respect to which any Domestic Obligor is a plaintiff or a
beneficiary and that makes a claim for damages, or other claim for judgment, in an amount greater than or equal to $25,000,000.


 


“Material
Deposit Account” means any deposit account of a Domestic Obligor that does not constitute an Excluded Asset and that
has an average daily balance in excess of $5,000,000.


 


“Material
Domestic Subsidiary” means each wholly-owned Domestic Subsidiary (other than a Foreign Holding Company) (but, for the
avoidance of doubt, including G.H. Holdings Inc., a Delaware corporation and its Domestic Subsidiaries) that individually represents
greater than or equal to either (a) five percent (5%) of the consolidated total assets of the Company and its Domestic Subsidiaries
or (b) five percent (5%) of the Consolidated EBITDA of the Company and its Domestic Subsidiaries; provided that in the event
that the Material Domestic Subsidiaries, the Domestic Designated Borrowers and the Company on a combined basis do not represent
at least eighty-five percent (85%) of the consolidated total assets of the Company and its Domestic Subsidiaries on a consolidated
basis as of the end of the most recently ended fiscal year and Consolidated EBITDA of the Company and its Domestic Subsidiaries
on a consolidated basis as of the end of the most recently ended fiscal year, then in such case the Company shall identify additional
wholly-owned Domestic Subsidiaries to constitute Material Domestic Subsidiaries such that both of the foregoing 85% tests are satisfied.
For purposes of this definition Consolidated EBITDA and consolidated total assets shall be determined on a pro forma basis after
giving effect to the Closing Date Acquisition. The determination of which subsidiaries constitute Material Domestic Subsidiaries
shall be made (a) on the Closing Date, (b) as provided in Section 6.02(b) in connection with the delivery of the annual
audited financial statements pursuant to Section 6.01(a) and (c) upon the consummation of any Material Acquisition.


 


“Material
Foreign Subsidiary” means each wholly-owned Foreign Subsidiary of the Company that individually represents greater than
or equal to either (a) ten percent (10%) of the consolidated total assets of the Company and its Restricted Subsidiaries on a consolidated
basis or (b) ten percent (10%) of the Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis;
provided that (i) in the event the Company and the


 




    	36 



     


    

 


Administrative Agent
agree that the provision of a guarantee by any Foreign Subsidiary is impractical or legally unobtainable, or the cost thereof is
likely to exceed the benefit, such Foreign Subsidiary may be excluded (with appropriate substitutions in other jurisdictions to
the extent agreed in lieu thereof) and (ii) no Subsidiary organized under the laws of China will be a Material Foreign Subsidiary
regardless of assets or Consolidated EBITDA attributable to such Subsidiary. For purposes of this definition Consolidated EBITDA
and consolidated total assets shall be determined on a pro forma basis after giving effect to the Closing Date Acquisition. The
determination of which subsidiaries constitute Material Foreign Subsidiaries shall be made (a) on the Closing Date, (b) as provided
in Section 6.02(b) in connection with the delivery of the annual audited financial statements pursuant to Section 6.01(a)
and (c) upon the consummation of any Material Acquisition.


 


“Material
Securities Account” means any securities account, securities entitlement account or similar account of a Loan Party (other
than a Foreign Designated Borrower) with an average daily balance in an amount in excess of $5,000,000.


 


“Maturity
Date” means (in each case, subject to extension in accordance with Section 10.21) (a) with respect to the Revolving
Credit Facility, August 1, 2024, (b) with respect to the U.S. Term Facility, August 1, 2024, and (c) with respect to the Euro Term
Facility, August 1, 2024; provided, however, that, in each case, if such date is not a Business Day, the Maturity
Date shall be the next preceding Business Day.


 


“Measurement
Period” means, at any date of determination, the most recently completed four fiscal quarters of the Company.


 


“Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure
of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting
of cash or deposit account balances provided in accordance with the provisions of Section 2.17(a)(i), (a)(ii) or
(a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined
by the Administrative Agent and the L/C Issuer in their sole discretion.


 


“MNPI”
has the meaning assigned to such term in Section 10.06(h)(iv).


 


“MNPI Representation”
has the meaning assigned to such term in Section 10.06(h)(iv).


 


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


 


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


 


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


 




    	37 



     


    

 


“Net Cash
Proceeds” means:


 


(a)          with
respect to any Disposition by any Loan Party or any of their Restricted Subsidiaries, or any Extraordinary Receipt received or
paid to the account of any Loan Party or any of their Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash
Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A)
the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection
with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses
incurred by such Loan Party or such Restricted Subsidiary in connection with such transaction and (C) income taxes reasonably estimated
to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection
therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually
required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds;
and


 


(b)          with
respect to the incurrence or issuance of any Indebtedness by any Loan Party or any of their Restricted Subsidiaries, the excess
of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts
and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Restricted Subsidiary
in connection therewith.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required
Lenders.


 


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


 


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


 


“Note”
means a U.S. Term Note, a Euro Term Note or a Revolving Credit Note, as the context may require.


 


“NPL”
means the National Priorities List under CERCLA.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan, Letter of Credit, Bilateral Foreign Loan Facility, Secured Cash Management Agreement or
Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or
against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the


 




    	38 



     


    

 


debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.


 


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


 


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


 


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


 


“Other Secured
Obligations” means all Obligations of any Loan Party or any Restricted Subsidiary arising under any Bilateral Foreign
Loan Facility, Secured Cash Management Agreement or Secured Hedge Agreement.


 


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


 


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


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate determined by the


 




    	39 



     


    




Administrative Agent,
the L/C Issuer, or the applicable Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank
compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at
which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to
which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable
offshore interbank market for such currency to major banks in such interbank market.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


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


 


“Participant
Register” has the meaning specified in Section 10.06(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in Section 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA.


 


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


 


“Permitted
Acquisition” means any Acquisition so long as:


 


(a)          the
acquiring Person and any such newly-created or acquired Restricted Subsidiary shall comply (or the Company shall cause compliance)
with the requirements of Section 6.12, if applicable;


 


(b)          the
lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially
the same lines of business as one or more of the businesses of the Company and its Restricted Subsidiaries in the ordinary course
or reasonably related thereto, except that the Company or applicable Restricted Subsidiary may also acquire some unrelated lines
of business that such Borrower or applicable Restricted Subsidiary may dispose of following the Acquisition;


 


(c)          such
purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be
materially adverse to the business, financial condition or operations of the Company and its Restricted Subsidiaries, taken as
a whole (as determined in good faith by the Company or such Restricted Subsidiary;


 


(d)          after
giving effect to such Acquisition, the Consolidated Total Net Leverage Ratio (determined as of the most recently completed relevant
period after


 




    	40 



     


    




giving pro
forma effect to such acquisition, any adjustments to adjusted Consolidated EBITDA made in connection therewith and any Indebtedness
(including any Credit Extensions) incurred in connection therewith) shall be no higher than the lower of (i) the then-applicable
Consolidated Total Net Leverage Ratio required pursuant to Section 7.11(b) (after giving effect to any Consolidated Net
Leverage Ratio Increase in place as a result of an election by the Company in accordance with Section 7.11(b)) and (ii)
3.75 to 1.00; provided that if such Acquisition is a Limited Condition Acquisition, this condition may be satisfied as of
the date of the entering into of the definitive agreement for such Limited Condition Acquisition;


 


(e)          (A)
immediately before and immediately after giving pro forma effect to any such Acquisition, no Default shall have occurred and be
continuing and (B) without limitation of clause (d) above, immediately after giving effect to such Acquisition and all related
transactions (including any incurrence and repayment of Indebtedness), the Company and its Restricted Subsidiaries shall be in
pro forma compliance with all of the other covenants set forth in Section 7.11, such compliance to be determined on the
basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a)
or (b) as though such Acquisition and all related transactions had been consummated as of the first day of the fiscal period
covered thereby; provided that if such Acquisition is a Limited Condition Acquisition, the conditions in (A) and (B) above
may be satisfied as of the date of the entering into of the definitive agreement for such Limited Condition Acquisition so long
as no Specified Default shall have occurred and be continuing at the time of, or would result from, the consummation thereof;


 


(f)        such
Acquisition shall be consensual and shall have been approved by the subject Person’s Board of Directors or the requisite
holders of such capital stock or other Equity Interests; and


 


(g)          in
the case of an Acquisition where the aggregate consideration (including the amount of any earnout or other post-closing payment
reasonably estimated to be payable) exceeds $50,000,000, the Company shall have delivered to the Administrative Agent (i) no less
than ten Business Days prior to the date on which any such Acquisition is to be consummated (or such later date as may be approved
by the Administrative Agent), written notice of such Acquisition, which notice shall include the proposed closing date of such
Acquisition and whether such Permitted Acquisition is a Limited Condition Acquisition and (ii) at least five Business Days prior
to the date on which any such Acquisition is to be consummated (or such later date as may be approved by the Administrative Agent),
a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required
Lenders, certifying that all of the foregoing requirements have been satisfied or will be satisfied on or prior to the consummation
of such Acquisition.


 


“Permitted
Post-Closing Reorganization” means a reorganization to be implemented at any time in connection with the Transactions
and the integration of the Closing Date Acquisition, consisting of various Dispositions, Investments, Indebtedness, Restricted
Payments, mergers


 




    	41 



     


    

 


and/or other fundamental
changes solely between and among the Company and its Restricted Subsidiaries, either (a) in accordance with that certain Permitted
Post-Closing Reorganization Description, Quaker Chemical Corporation, dated July 2019 and delivered to the Lenders prior to the
Closing Date or (b) pursuant to a plan otherwise consented to by the Required Lenders, such consent not to be unreasonably withheld
or delayed (including by negative consent). For the avoidance of doubt, to the extent that any transfer or any other element or
step contained in the proposed letter or memo would not be in compliance with a plan referenced in clauses (a) or (b), such transfer
or other element or step would not cause the transactions, taken as a whole, to fail to constitute a Permitted Post-Closing Reorganization,
so long as there are other provisions of this Agreement (including in Sections 7.02, 7.03, 7.04, 7.05
and/or 7.06) that would allow such transfers or other element or step to be made or consummated (other than in reliance
on a basket for the Permitted Post-Closing Reorganization), and in any such case any such additional transfer, element or step
would be made in reliance on those other provisions; and


 


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


 


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


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 


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


 


“Purchase
Agreement” means that certain Share Purchase Agreement dated as of April 4, 2017 by and among the Company, Global Houghton
Ltd., the Sellers (as defined therein) and the Sellers’ Representative (as defined therein) and all schedules and exhibits
thereto, in each case as the same may be amended, modified or supplemented from time to time in accordance with the provisions
thereof and of this Agreement.


 


“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise
reasonably determined by the Administrative Agent).


 


“Ratings Release
Trigger Event” shall be deemed to have occurred while two of the following have occurred and are continuing: (A) the
corporate family rating of the Company and its Subsidiaries from Moody’s is Baa3 or better (with a stable outlook or better),
(B) the corporate rating of the Company and its Subsidiaries from S&P is BBB- or better (with a stable outlook or better) or
(C) the corporate rating of the Company and its Subsidiaries from Fitch is BBB- or better (with a stable outlook or better). In
the event that any rating agency changes its


 




    	42 



     


    




rating system, the
referenced ratings shall be the ratings equivalent to the above-denominated ratings prior to giving effect to such change, as reasonably
determined by the Administrative Agent.


 


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


 


“Refinancing”
means the payment in full of all outstanding amounts and the termination of all commitments under the Existing Credit Agreement,
each of the Existing Target Credit Agreements and all other Indebtedness of the Company and of the Target and their respective
Subsidiaries other than Indebtedness under the Loan Documents and other Indebtedness permitted by Section 7.02.


 


“Register”
has the meaning specified in Section 10.06(c).


 


“Related Documents”
means the Purchase Agreement and all material documents, instruments and agreements entered into in connection with the foregoing.


 


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


 


“Release”
means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching
into the Environment, or into, from or through any building, structure or facility.


 


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


 


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


 


“Required
Euro Term Lenders” means, as of any date of determination, Euro Term Lenders holding more than 50% of the Euro Term Facility
on such date; provided that the portion of the Euro Term Facility held by any Defaulting Lender shall be excluded for purposes
of making a determination of Required Euro Term Lenders.


 


“Required
Lenders” means, at any time, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate
amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments;
provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender
has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that
is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.


 




    	43 



     


    

 


“Required
Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum
of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender
for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving
Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Revolving Lenders.


 


“Required
U.S. Term Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the U.S. Term Facility
on such date; provided that the portion of the U.S. Term Facility held by any Defaulting Lender shall be excluded for purposes
of making a determination of Required U.S. Term Lenders.


 


“Responsible
Officer” means (a) the chief executive officer, president, chief financial officer, corporate secretary, general counsel,
treasurer, assistant treasurer or controller, director or management board member of a Loan Party, or any other Person designated
by the Board of the applicable Loan Party, (b) solely for purposes of the delivery of incumbency certificates pursuant to Section
4.01, the secretary or any assistant secretary of a Loan Party and (c) solely for purposes of notices given to Article II,
any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Assets” means any asset other than Equity Interests in Restricted Subsidiaries.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of any Person or any of its Restricted Subsidiaries, or any payment (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital
to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right
to acquire any such dividend or other distribution or payment, but excluding any intercompany payment made to a Loan Party.


 


“Restricted
Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
in an Alternative


 




    	44 



     


    




Currency pursuant to
Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders
shall require (including, without limitation, in connection with any payment or repayment of Loans); and (b) with respect
to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof,
(iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) in
the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date, and (v) such additional dates
as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.


 


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


 


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


 


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


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments
at such time.


 


“Revolving
Credit Increase” has the meaning assigned to such term in Section 2.16(a).


 


“Revolving
Credit Increase Lender” has the meaning assigned to such term in Section 2.16(d)(ii).


 


“Revolving
Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.


 


“Revolving
Credit Loan” has the meaning specified in Section 2.01(c).


 


“Revolving
Credit Note” means a promissory note made by the Borrowers in favor of a Revolving Credit Lender evidencing Revolving
Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.


 


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


 




    	45 



     


    

 


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


 


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


 


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


 


“Scheduled
Unavailability Date” has the meaning assigned to such term in Section 3.03(b).


 


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


 


“SEC Filing
Date” means (i) the date that the relevant financial statements of the Company are required to be filed with the SEC
pursuant to the Securities Exchange Act of 1934 or (ii) if the Company is no longer a SEC reporting company, the date the relevant
financial statements of the Company would be required to be filed with the SEC if the Company were a reporting company and not
an “accelerated filer” within the meaning of Rule 12b-2 of the Securities Exchange Act of 1934.


 


“Secured Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party or any Restricted
Subsidiary of a Loan Party and any Cash Management Bank and designated by the Company in a writing to the Administrative Agent
as a Secured Cash Management Agreement.


 


“Secured Hedge
Agreement” means any Swap Contract required or permitted under Article VI or VII that is entered into by
and between any Loan Party or any Restricted Subsidiary of a Loan Party and any Hedge Bank and designated by the Company in a writing
to the Administrative Agent as a Secured Hedge Agreement.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Bilateral
Foreign Facility Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05,
and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the
Collateral Documents.


 




    	46 



     


    

 


“Security
and Pledge Agreement” means that certain Security and Pledge Agreement dated as of the Closing Date by the Company and
other Domestic Loan Parties to the Administrative Agent for the benefit of the Secured Parties, as supplemented or joined from
time to time by the execution and delivery of supplements and joinders as provided therein or as otherwise reasonably acceptable
to the Administrative Agent.


 


“Sellers”
means, individually or collectively, Gulf Houghton Lubricants Ltd. and each of the “Management Sellers” on the signature
pages to the Purchase Agreement.


 


“Significant
Subsidiary” means (a) each Restricted Subsidiary that is or is required to be a Loan Party and (b) each other Restricted
Subsidiary that individually represents at least two percent (2%) of the Consolidated EBITDA of the Company and its Restricted
Subsidiaries on a consolidated basis or at least two percent (2%) of the consolidated total assets of the Company and its Restricted
Subsidiaries on a consolidated basis.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
sum of the liabilities (including contingent liabilities) of such Person and its Subsidiaries, on a consolidated basis, does not
exceed the present fair saleable value of the assets of such Person and its Subsidiaries, on a consolidated basis, (b) the
fair value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the total amount of liabilities
(including contingent liabilities) of such Person and its Subsidiaries, on a consolidated basis, (c) the capital of such Person
and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date
hereof, and (d) such Person and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or
believe that they will incur, debts including current obligations beyond their ability to pay such debts as they become due (whether
at maturity or otherwise).


 


“Specified
Default” shall mean an Event of Default arising under either or both of Sections 8.01(a) or 8.01(f).


 


“Specified
Purchase Agreement Representations” means the representations made by the Target and/or the Sellers, or any of their
respective Subsidiaries or Affiliates, with respect to the Target and its Subsidiaries and Affiliates in the Purchase Agreement
as are material to the interests of the Lenders, but only to the extent that the Company or its applicable Affiliates have the
right to terminate the Company’s and/or such Affiliate’s obligations under the Purchase Agreement, or to decline to
consummate the Closing Date Acquisition pursuant to the Purchase Agreement, as a result of a breach of such representation in the
Purchase Agreement, determined without regard to whether any notice is required to be delivered by the Company, the Target, any
Seller or any of their respective Affiliates pursuant to the Purchase Agreement.


 


“Specified
Representations” means the representations and warranties set forth in Section 5.01(a), Section 5.01(b)(ii)
(solely as it relates to corporate or organizational power or authority), Section 5.02(a) (solely with respect to the Loan
Documents), Section 5.02(c) (but only with respect to the Loan Documents and also with respect to no conflicts with or consents
under any applicable Laws, where such conflict or failure to obtain such consent could reasonably be expected to have a Material
Adverse Effect), Section 5.04, Section 5.14, Section 5.18 (assuming the consummation of the Closing Date Acquisition
and the consummation of the other


 




    	47 



     


    

 


Transactions to occur
on or prior to the Closing Date), Section 5.21, Section 5.22 and Section 5.24 (but subject in all respects
to Section 4.01(b)).


 


“Specified
Transaction” means (a) any Investment that results in a Person becoming a Restricted Subsidiary, (b) any designation
of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (c) any Acquisition that constitutes a Material Acquisition
or a Permitted Acquisition, (d) any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company,
(e) the Closing Date Acquisition (without duplication or alteration of the amounts set forth on Schedule 1.01(a) giving
effect thereto) or (f) any other Acquisition, incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid
under any revolving credit facility in the ordinary course of business for working capital purposes without any adjustment to the
commitments thereunder), Restricted Payment or other event that by the terms of this Agreement requires a test to be calculated
for “pro forma compliance” or on a “pro forma basis” or after giving “pro forma
effect.”


 


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


 


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


 


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


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor


 




    	48 



     


    

 


transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published
by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including
any such obligations or liabilities under any Master Agreement.


 


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


 


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


 


“Swing Line
Lender” means, collectively, (a) Bank of America in its capacity as provider of Swing Line Loans denominated in U.S.
Dollars, and (b) BAMLI DAC, or one or more other branches or Affiliates of Bank of America, in its capacity as provider of Swing
Line Loans denominated in Euros, or any successor swing line lender hereunder or any successor swing line lender hereunder the
Euro Swing Line Lender or the U.S. Swing Line Lender.


 


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


 


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


 


“Swing Line
Sublimit” means an amount equal to the lesser of (a) $60,000,000 and (b) the Revolving Credit Facility; provided
that unless otherwise agreed between the Company and the Swing Line Lenders, the aggregate amount of Swing Line Loans outstanding
in Dollars shall not exceed $40,000,000 and the aggregate amount outstanding in Euros shall not exceed the Alternative Currency
Equivalent of $20,000,000. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax
retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each
case, creating


 




    	49 



     


    




obligations that do
not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would
be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


“Target”
means Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands.


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform
and which was launched on November 19, 2007.


 


“TARGET Day”
means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined
by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


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


 


“Term Borrowing”
means either a U.S. Term Borrowing or a Euro Term Borrowing.


 


“Term Commitment”
means either a U.S. Term Commitment or a Euro Term Commitment.


 


“Term Facilities”
means, at any time, the U.S. Term Facility and the Euro Term Facility.


 


“Term Lender”
means, at any time, a U.S. Term Lender or a Euro Term Lender.


 


“Term Loan”
means a U.S. Term Loan or a Euro Term Loan.


 


“Term Loan
Increase” has the meaning assigned to such term in Section 2.16(a).


 


“Threshold
Amount” means $35,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the aggregate amount of Total Revolving Credit Exposure and Total Term
Loan Exposure of such Lender at such time.


 


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


 


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


 


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


 




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“Total Term
Loan Exposure” means, as to any Term Lender at any time, the unused Term Commitments (if any) and the Outstanding Amount
of all Term Loans of such Term Lender at such time.


 


“Transition
Period Adjustment in Accordance with GAAP Election” means the inclusion of the pro-rated amount of the prior year’s
annual equity income for Korea Houghton Corp. during any fiscal quarter that, due to the Company’s application of the guidance
in Accounting Standards Codification 323 (pursuant to which the equity income of Korea Houghton Corp. would be reflected on a delayed
basis), less than or equal to one full quarter of equity income of Korea Houghton Corp. would otherwise be included on the Company’s
consolidated income statement.  For the avoidance of doubt, this adjustment is intended to eliminate any gap in reporting
of such equity income and it is anticipated that it would apply for no more than two fiscal quarters following the Closing Date.


 


“Transactions”
means, collectively, (a) the Closing Date Acquisition, (b) the Refinancing, (c) the entering into of this Agreement and making
of Credit Extensions on the Closing Date, (d) the payment of fees, commissions, transaction costs and expenses incurred in connection
with each of the foregoing and (e) all related transactions to occur on or prior to the Closing Date.


 


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


 


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


 


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


 


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


 


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


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company designated by the Company as an Unrestricted Subsidiary in accordance
with Section 2.14(a) (until such time, if ever, that such Subsidiary is re-designated as a Restricted Subsidiary in accordance
with Section 2.14(b)); provided that in no event shall any Loan Party be an Unrestricted Subsidiary.


 


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


 


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


 




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“U.S. Term
Borrowing” means a borrowing consisting of simultaneous U.S. Term Loans of the same Type and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the U.S. Term Lenders pursuant to Section 2.01(a).


 


“U.S. Term
Commitment” means, as to each U.S. Term Lender, its obligation to make U.S. Term Loans to the Company pursuant to Section
2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such U.S.
Term Lender’s name on Schedule 2.01 under the caption “U.S. Term Commitment” or opposite such caption
in the Assignment and Assumption pursuant to which such U.S. Term Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this Agreement.


 


“U.S. Term
Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the U.S. Term Commitments
at such time and (b) thereafter, the aggregate principal amount of the U.S. Term Loans of all U.S. Term Lenders outstanding
at such time.


 


“U.S. Term
Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a U.S. Term Commitment at such
time and (b) at any time after the Closing Date, any Lender that holds U.S. Term Loans at such time.


 


“U.S. Term
Loan” means an advance made by any U.S. Term Lender under the U.S. Term Facility.


 


“U.S. Term
Note” means a promissory note made by the Company in favor of a U.S. Term Lender evidencing U.S. Term Loans made by such
U.S. Term Lender, substantially in the form of Exhibit C-3.


 


“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.


 


“Yen”
and “¥” mean the lawful currency of Japan.


 


1.02         Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or
in such other Loan Document:


 


(a)          [Reserved.]


 


(b)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or


 




    	52 



     


    




modifications set forth
herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,”
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules
to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


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


 


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


 


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


 


1.03         Accounting
Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements described in clause (a)of such definition, except as otherwise specifically
prescribed herein, including, for the avoidance of doubt, Section 7.13 (but subject to clause (ii)below). Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount
thereof, the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and, in the event that the
Company makes an election pursuant to the guidance in Accounting








    	53 



     


    




Standards Codification
323, the application of the Transition Period Adjustment in Accordance with GAAP Election.


 


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


 


(c)          Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries
or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC
810 as if such variable interest entity were a Subsidiary as defined herein.


 


(d)          Pro
Forma Calculations.


 


(i)          For
purposes of calculating the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Specified Transactions
(and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (A) during the period in respect
of which such calculations are required to be made or (B) in the case of a pro forma calculation required by this Agreement,
subsequent to such period and prior to or simultaneously with the event for which the calculation of any such ratio is made on
a pro forma basis (solely with respect to determining pro forma compliance for such event, and not for other purposes
(including pricing) shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase
or decrease in Consolidated EBITDA and the component financial definitions used in either of the foregoing attributable to any
Specified Transaction) had occurred on the first day of the period in respect of which such calculations are required to be made.
If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated
or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made
any Specified Transaction that would have required adjustment pursuant to this Section 1.03(d), then the Consolidated Interest
Coverage Ratio and the Consolidated Net




    	54 



     


    




Leverage
Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.03(d).


 


(ii)         Whenever
pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith
by a Responsible Officer and in a manner reasonably acceptable to the Administrative Agent, subject, in the case of any Permitted
Acquisition, to the Administrative Agent’s receipt of (x) the most recent financial statements with respect to the acquired
Person or business prepared by such acquired Person or the seller thereof and (y) to the extent available, the most recent audited
and interim unaudited financial statements with respect to the acquired Person.


 


(iii)        If
at any time the Company has made an election with respect to any Limited Condition Acquisition to test a financial ratio test or
condition at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, then
in connection with any subsequent calculation of any financial covenant for any purpose under this Agreement (including any basket,
measurement, or for purposes of Section 7.11) following the relevant date of execution of the definitive agreement with
respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition
is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires
without consummation of such Limited Condition Acquisition, any such financial covenant shall be required to be satisfied both
(x) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith
(including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Condition Acquisition
and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.


 


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


 


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


 


(b)          Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Eurocurrency Rate


 




    	55 



     


    

 


Loan is denominated
in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to
the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.


 


1.06         Additional
Alternative Currencies. (a) The Company may from time to time request that Revolving Credit Loans be made as Eurocurrency Rate
Loans in a currency other than those specifically listed in the definition of “Alternative Currency;” provided
that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible
into Dollars. Any such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders.


 


(b)          Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired
Revolving Credit Borrowing in such proposed currency (or such other time or date as may be agreed by the Administrative Agent,
in its sole discretion). The Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit
Lender shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether
it consents, in its sole discretion, to the making of Eurocurrency Rate Loans under the Revolving Credit Facility in such requested
currency.


 


(c)          Any
failure by a Revolving Credit Lender to respond to such request within the time period specified in the preceding sentence shall
be deemed to be a refusal by such Revolving Credit Lender to permit Eurocurrency Rate Loans to be made under the Revolving Credit
Facility in such requested currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Eurocurrency
Rate Loans under the Revolving Credit Facility in such requested currency, the Administrative Agent shall so notify the Company
and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving
Credit Borrowings of Eurocurrency Rate Loans. If any Revolving Credit Lender shall fail to consent to any request for an additional
currency under this Section 1.06, the Administrative Agent shall promptly so notify the Company.


 


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


 


(b)          Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 




    	56 



     


    




(c)          Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions
or practices relating to the change in currency.


 


1.08         Times
of Day; Rates.


 


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


 


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


 


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


 


ARTICLE
II

the COMMITMENTS and Credit Extensions


 


2.01         The
Loans. (a) The U.S. Term Borrowing. Subject to the terms and conditions set forth herein, each U.S. Term Lender severally
agrees to make a single loan in Dollars to the Company on the Closing Date in an amount not to exceed such U.S. Term Lender’s
Applicable Percentage of the U.S. Term Facility. The U.S. Term Borrowing shall consist of U.S. Term Loans made simultaneously by
the U.S. Term Lenders in accordance with their respective Applicable Percentage of the U.S. Term Facility. Amounts borrowed under
this Section 2.01(a) and repaid or prepaid may not be reborrowed. U.S. Term Loans may be Base Rate Loans or Eurocurrency
Rate Loans, as further provided herein; provided that a Funding Indemnity Letter shall be required with respect to any U.S.
Term Loans to be advanced as Eurocurrency Rate Loans on the Closing Date.


 


(b)          The
Euro Term Borrowing. Subject to the terms and conditions set forth herein, each Euro Term Lender severally agrees to make a
single loan in Euros (in the Alternative Currency Equivalent of the initial principal amount of the Euro Term Facility) to the
Dutch Borrower (as directed by the Company) on the Closing Date in an amount not to exceed such Euro Term Lender’s Euro Term
Commitment. The Euro Term Borrowing shall consist of Euro Term Loans made simultaneously by the Euro Term Lenders in accordance
with their respective Euro Term Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may
not be reborrowed. Euro Term Loans must be Eurocurrency Rate Loans as further provided




    	57 



     


    

 


herein, and a Funding
Indemnity Letter shall be required with respect to the advance of the Euro Term Loans on the Closing Date.


 


(c)          The
Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees
to make loans (each such loan, a “Revolving Credit Loan”) to the Borrowers in Dollars or in one or more Alternative
Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving
Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving
Credit Exposure shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving
Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving
Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided that a Funding Indemnity
Letter shall be required with respect to any Revolving Credit Loans to be advanced as Eurocurrency Rate Loans on the Closing Date.


 


2.02         Borrowings,
Conversions and Continuations of Loans. (a) Each U.S. Term Borrowing, each Euro Term Borrowing, each Revolving Credit Borrowing,
each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate
Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone,
or (B) a Committed Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative
Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00
a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four
Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or
continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing
of Base Rate Loans; provided, however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five
Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion
or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give
prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.
Not later than 11:00 a.m., (i) three Business Days before the requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special
Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated
in Alternative Currencies, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not
the requested Interest Period has been consented to by all the Lenders. Each Borrowing 




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of, conversion to
or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan
Notice shall specify (i) whether the Company is requesting a U.S. Term Borrowing, a Euro Term Borrowing, a Revolving Credit
Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency
Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be
borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of
the Interest Period with respect thereto, (vi) the currency of the Loans to be borrowed, and (vii) if applicable,
the Designated Borrower. If the Company fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then
the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of Loan in a Committed Loan Notice or
if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or
Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of failure to
timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency
Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall
be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.
If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. No Loan
may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original
currency of such Loan and reborrowed in the other currency.


 


(b)          Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of
its Applicable Percentage under the applicable Facility of the applicable U.S. Term Loans, Euro Term Loans or Revolving Credit
Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other
than Dollars, in each case as described in the preceding subsection. In the case of a U.S. Term Borrowing, a Euro Term Borrowing
or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent
in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case
of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of
any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section
4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower
in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank
of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if,




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on the date a Committed
Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by the Company, there are L/C Borrowings
outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any
such L/C Borrowings, and second, shall be made available to the applicable Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan. During the existence of a Default, no Loans (other than the Euro Term Loan) may be requested as,
converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the
Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated
in an Alternative Currency (other than the Euro Term Loan) be prepaid, or redenominated into Dollars in the amount of the Dollar
Equivalent thereof, on the last day of the then current Interest Period with respect thereto.


 


(d)          The
Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for
Eurocurrency Rate Loans upon determination of such interest rate.


 


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


 


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


 


2.03         Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit
Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies
for the account of the Company or any of its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued
by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving
Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Restricted Subsidiaries
and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the Revolving Credit Exposure
shall not exceed such Lender’s Revolving Credit Commitment, and (z) the


 




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Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Company for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies
with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and
conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company
may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the
Closing Date shall be subject to and governed by the terms and conditions hereof.


 


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


 


(A)         subject
to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension (but it may contain auto extend provisions as agreed to by the L/C Issuer as more fully set
forth in clause (b)(iii) below), unless the Required Revolving Lenders have approved such expiry date; or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Credit Lenders and the L/C Issuer have approved such expiry date.


 


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


 


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


 


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


 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;


 




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


 


(E)         any
Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate
the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)         the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


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


 


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


 


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


 


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


 


(i)          Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Company. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier,
by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to
the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than
11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in
a particular instance in their sole discretion) prior to the proposed issuance date


 




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or date of
amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of
the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the
requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment
of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3)
the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Company shall
furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter
of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.


 


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


 


(iii)        If
the Company so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue
a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Company shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit
Lenders shall be deemed to have authorized (but may not require)


 




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the L/C Issuer
to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that
it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise),
or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before
the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.


 


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


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for
reimbursement in Dollars, the Company shall have notified the L/C Issuer promptly following receipt of the notice of drawing that
the Company will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter
of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount
of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the Business Day immediately following
the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the Business
Day immediately following the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative
Currency (each such date, an “Honor Date”), the Company shall reimburse the L/C Issuer through the Administrative
Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated
in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and
(B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment
to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the
Company agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting from its inability
on that date to purchase the Alternative Currency in the full amount of the drawing. If the Company fails to timely reimburse the
L/C Issuer by such time on the Honor Date, the Administrative Agent shall promptly notify each Revolving Credit


 




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Lender of
the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in
the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the
amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Company shall
be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal
to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions
set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


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


 


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


 


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


 


(v)         Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts
drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer,


 




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the Company,
any Restricted Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that
each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 4.02 (other than delivery by the Company of a Committed Loan Notice ). No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the L/C Issuer for the amount of
any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


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


 


(d)          Repayment
of Participations.


 


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


 


(ii)         If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the
L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight
Rate from time to time in effect. The


 




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obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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(ix)         any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Company or any of its Restricted Subsidiaries.


 


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


 


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


 


(g)          Applicability
of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter
of Credit is issued (including


 




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


 


(h)          Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance,
subject to adjustment as provided in Section 2.18, with its Applicable Revolving Credit Percentage a Letter of Credit fee
(the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount
available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees
shall be (i) due and payable on the third Business Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter,
the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the Default Rate.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the L/C Issuer for its
own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the applicable Fee Letter,
computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and
the L/C Issuer, computed on the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect
to each standby Letter of Credit, at the rate per annum specified in the applicable Fee Letter, computed on the daily amount available
to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the third
Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or
portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.
In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment
and other


 




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processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


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


 


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


 


2.04         Swing
Line Loans.


 


(a)          The
Swing Line. Subject to the terms and conditions set forth herein, each Swing Line Lender agrees, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”)
to the Company or to any Designated Borrower organized under the laws of a European country from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit
(including giving effect to the proviso contained in the definition thereof), notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations
of the Lender acting as a Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided
that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility at such time, and (ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s
Revolving Credit Commitment and (y) no Swing Line Lender shall be under any obligation to make any Swing Line Loan if it shall
determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension
may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company or
the applicable Designated Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan denominated in Dollars shall be made only to the Company and shall bear interest
only at a rate based on the Daily Floating LIBOR Rate. Each Swing Line Loan denominated in Euros shall be made only to a Designated
Borrower organized under the laws of a European country and shall bear interest only at a rate based on the Euro Swing Line Rate.
Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the applicable Swing Line Lender a risk participation in each Swing Line Loan in an amount equal to the
product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line
Loan.


 


(b)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Company’s or the applicable Designated Borrower’s
irrevocable notice to the applicable Swing


 




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Line Lender and the
Administrative Agent (which shall provide notice to the other Swing Line Lender), which may be given by (A) telephone or (B) by
a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the applicable Swing
Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the applicable Swing
Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the requested borrowing date in the case
of Swing Line Loans denominated in Dollars and 1:00 p.m. London time on the requested borrowing date in the case of Swing Line
Loans denominated in Euros, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or €100,000,
as applicable, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the applicable Swing
Line Lender of any Swing Line Loan Notice, the applicable Swing Line Lender will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the applicable Swing Line
Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Swing Line
Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving
Credit Lender) prior to 2:00 p.m. New York City time on the requested borrowing date in the case of Swing Line Loans denominated
in Dollars or 2:00 p.m. London time on the requested borrowing date in the case of Swing Line Loans denominated in Euros (A) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the applicable Swing Line Lender will, not later than 3:00 p.m.
New York City time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans denominated in
Dollars and 3:00 p.m. London time on the borrowing date specified in such Swing Line Loan Notice in the case of Swing Line Loans
denominated in Euros, make the amount of its Swing Line Loan available to the Company or the applicable Designated Borrower at
its office by crediting the account of the Company or the applicable Designated Borrower on the books of the Swing Line Lender
in Same Day Funds or by initiating a wire transfer of such funds as directed by the Company or the applicable Designated Borrower.


 


(c)          Refinancing
of Swing Line Loans.


 


(i)          Either
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably
authorizes each Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan for Swing
Line Loans denominated in Dollars or a Eurocurrency Rate Loan for Swing Line Loans denominated in Euros in an amount equal to such
Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be
made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans or Eurocurrency Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions
set forth in Section 4.02. Each Swing Line Lender shall furnish the Company with a copy of the applicable Committed Loan
Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal
to its


 




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Applicable
Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same
Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for
the account of the applicable Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. New York City
time on the day specified in such Committed Loan Notice for Swing Loans denominated in Dollars and 1:00 p.m. London time on the
day specified in such Committed Loan Notice for Swing Loans denominated in Euros, whereupon, subject to Section 2.04(c)(ii),
each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company or a Eurocurrency
Rate Loan to the applicable Designated Borrower in such amount. The Administrative Agent shall remit the funds so received to the
applicable Swing Line Lender.


 


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


 


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


 


(iv)        Each
Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing
Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender,
the Company, any Designated Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Credit


 




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Lender’s
obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company or
any Designated Borrower to repay Swing Line Loans, together with interest as provided herein.


 


(d)          Repayment
of Participations.


 


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


 


(ii)         If
any payment received by the applicable Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by such Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to
any settlement entered into by such Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to such Swing
Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The
Administrative Agent will make such demand upon the request of the applicable Swing Line Lender. The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 


(e)          Interest
for Account of Swing Line Lenders. Each Swing Line Lender shall be responsible for invoicing the Company for interest on the
applicable Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan, Eurocurrency Rate Loan or risk participation
pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage
of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the
applicable Swing Line Lender.


 


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


 


2.05       Prepayments.


 


(a)          Optional.


 


(i)          Each
Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term
Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in
a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business
Days prior to any date of prepayment of Eurocurrency Rate Loans in Dollars, (2) four Business Days (or five in the case of prepayment
of Loans denominated in Special Notice Currencies) prior to any


 




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date of prepayment
of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any
prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof, (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum
principal amount of the Alternative Currency Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and
(D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s)
of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount
of such Lender’s Applicable Percentage or such prepayment. If such notice is given by the Company, the applicable Borrower
shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section
2.05(a) shall be applied to the principal repayment installments thereof as the Company may direct (and, in the absence of
any such direction, on a pro rata basis across the remaining quarterly principal installments thereof). Subject to Section 2.18,
each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each
of the relevant Facilities.


 


(ii)         The
Company may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice
must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on
the date of the prepayment in the case of Swing Line Loans denominated in Dollars and 1:00 p.m. London time on the date of the
prepayment in the case of Swing Line Loans denominated in Euros, and (B) any such prepayment shall be in a minimum principal amount
of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the
applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein.


 


(b)          Mandatory.


 


(i)          If
the Company or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted
by Section 7.05(a) through (d)) which results in the realization by such Person of Net Cash Proceeds (other than
from the Company or a Restricted Subsidiary in a transaction permitted hereby), the Borrowers shall prepay an aggregate principal
amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be
applied as set forth in clauses (iv) and (vi) below); provided that (A) no prepayment


 




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shall be
required to be made (x) for any Disposition where such Disposition (when combined with all other Dispositions in a series of related
Dispositions) is under $5,000,000 and (y) with the first $20,000,000 of Net Cash Proceeds from Dispositions (including Dispositions
of less than $5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Extraordinary Receipts resulting from
the application of proviso (A) to clause (iii) below) in any fiscal year of the Company and (B) with respect to any Net Cash Proceeds
realized under a Disposition described in this Section 2.05(b)(i), at the election of the Company (as notified by the Company
to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be
continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets
or assets useful in the business of the Company and its Restricted Subsidiaries, including Permitted Acquisitions, so long as within
365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Company in
writing to the Administrative Agent), it being understood that any Net Cash Proceeds not so reinvested shall be immediately applied
to the prepayment of the Loans as set forth in this Section 2.05(b)(i) (giving effect to the preceding proviso (A)).


 


(ii)         Upon
the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly
permitted to be incurred or issued pursuant to Section 7.02), the Borrowers shall prepay an aggregate principal amount of
Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted
Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below).


 


(iii)        Upon
any Extraordinary Receipt received by or paid to or for the account of the Company or any of its Restricted Subsidiaries, and not
otherwise included in clause (i) or (ii) of this Section 2.05(b), the Borrowers shall prepay an aggregate principal amount
of Loans equal to 100% of such Net Cash Proceeds received therefrom immediately upon receipt thereof by the Company or such Restricted
Subsidiary (such prepayments to be applied as set forth in clauses (iv) and (vi) below); provided that (A) no prepayment
shall be required to be made (x) if the Extraordinary Receipts from such occurrence or series of occurrences are less than $5,000,000
and (y) with the first $20,000,000 of Net Cash Proceeds from Extraordinary Receipts (including Extraordinary Receipts of less than
$5,000,000) (less any exclusion of prepayments from Net Cash Proceeds of Dispositions resulting from the application of
proviso (A) to clause (i) above) in any fiscal year of the Company and (B) with respect to any proceeds of insurance or condemnation
awards (or payments in lieu thereof), at the election of the Company (as notified by the Company to the Administrative Agent on
or prior to the date of receipt of such insurance proceeds or condemnation awards), and so long as no Default shall have occurred
and be continuing, the Company or such Restricted Subsidiary may apply within 365 days after the receipt of such cash proceeds
to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received or other
assets useful in the business of the Company and its Restricted Subsidiaries, including Permitted Acquisitions, it being understood
that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(iii)
(giving effect to the preceding proviso (A)).


 




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(iv)        Each
prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably
to each of the Term Facilities (including, to the extent provided in the definitive loan documentation therefor in accordance with
Section 2.16(a)(v)(A), of any Incremental Term Loans) and to the principal repayment installments thereof in direct order
of maturity to the next four principal repayment installments of the applicable Term Facility (and, to the extent provided in the
definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of any Incremental Term Loans) and, thereafter,
to the remaining principal repayment installments (including any installment on the Maturity Date) of the applicable Term Facility
(and, to the extent provided in the definitive loan documentation therefor in accordance with Section 2.16(a)(v)(A), of
any Incremental Term Loans) on a pro rata basis and, second, to the Revolving Credit Facility (without permanent reduction
of the Revolving Credit Commitments) in the manner set forth in clause (vi) of this Section 2.05(b).


 


(v)         If
for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers
shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations
(other than the L/C Borrowings) in an aggregate amount equal to such excess.


 


(vi)        Prepayments
of the Revolving Credit Facility made pursuant to Section 2.05(b)(iv) or (v), first, shall be applied ratably
to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans,
and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving
Credit Facility required pursuant to Section 2.05(b)(iv), any amount remaining after the prepayment in full of all L/C Borrowings,
Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations
in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit
that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice
to or from the Company or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.


 


(vii)       Notwithstanding
anything to the contrary contained in Section 2.05(b)(i) or (iii), to the extent attributable to a Disposition by
a Restricted Subsidiary or an Extraordinary Receipt received by a Restricted Subsidiary, that is, in either case, a Foreign Subsidiary
and in any such case a Restricted Payment or other distribution to the applicable Borrower or the Company is required (notwithstanding
the Loan Parties’ commercially reasonable efforts to make such mandatory prepayment without making such Restricted Payment
or other payment) in connection with such prepayment (or portion thereof), no prepayment (or a portion thereof) required under
Section 2.05(b)(i) or (iii) shall be made if either of the Company or any Restricted Subsidiary determines in good
faith that it would incur a liability in respect of Taxes (including any withholding tax) in connection with making such Restricted
Payment or other distribution which the Company, in its reasonable judgment, deems to be material (after giving effect to distributions
or payments to Foreign Designated Borrowers). Notwithstanding anything


 




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in the preceding
sentence to the contrary, in the event the limitations or restrictions described therein cease to apply to any such required prepayment,
the Borrowers shall make such prepayment in an amount equal to the lesser of (1) the amount of such prepayment previously required
to have been made without having given effect to such limitations or restrictions and (2) the amount of cash and Cash Equivalents
on hand at such time, in each case, less the amount by which the Net Cash Proceeds from the applicable Disposition or Extraordinary
Receipt were previously used for the permanent repayment of Indebtedness (including any reductions in commitments related thereto).


 


(viii)      In
the event that any prepayment pursuant to Section 2.05(b) would require that the Borrowers pay compensation under Section
3.05, the Borrowers may defer such payment until such date as no such compensation would be required provided it shall not
be deferred by more than 30 days.


 


2.06         Termination
or Reduction of Commitments. (a) Optional. The Company may, upon notice to the Administrative Agent, terminate the Revolving
Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving
Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received
by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and
(iii) the Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit
Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would
exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments
hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.


 


(b)          Mandatory.


 


(i)          The
aggregate U.S. Term Commitments shall be automatically and permanently reduced to zero on the date of the U.S. Term Borrowings.


 


(ii)         The
aggregate Euro Term Commitments shall be automatically and permanently reduced to zero on the date of the Euro Term Borrowing.


 


(iii)        If
after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter
of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit
or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.


 


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


 


(i)          The
Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line
Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the


 




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Revolving
Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable
Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective
date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.


 


2.07         Repayment
of Loans. (a) U.S. Term Loans. The Company shall repay to the U.S. Term Lenders the aggregate principal amount of all
U.S. Term Loans outstanding on the third Business Day after the last day of each fiscal quarter set forth below (with the first
such payment date being the third Business Day after the last day of the fiscal quarter of the Company after the fiscal quarter
in which the Closing Date occurs) in an amount in Dollars equal to the percentage set forth opposite such date times the
aggregate initial principal amount of the U.S. Term Loans actually made on the Closing Date pursuant to Section 2.01(a)
(which amounts shall be reduced as a result of the application of mandatory and voluntary prepayments as set forth herein):


 


	Quarterly Payment Date	 	Amount
	First eight quarterly payment dates 	 	1.250%
	Next four quarterly payment dates	 	1.875%
	Each quarterly payment date thereafter	 	2.500%


 


 





provided, however, that the
final principal repayment installment of the U.S. Term Loans shall be repaid on the Maturity Date for the U.S. Term Facility and
in any event shall be in an amount equal to the aggregate principal amount of all U.S. Term Loans outstanding on such date.


 


(b)          Euro
Term Loans. The Dutch Borrower shall repay to the Euro Term Lenders the aggregate principal amount of all Euro Term Loans outstanding
on the third Business Day after the last day of each fiscal quarter set forth below (with the first such payment date being the
third Business Day after the last day of the fiscal quarter of the Company after the fiscal quarter in which the Closing Date occurs)
in an amount in Euros equal to the percentage set forth opposite such date times the aggregate initial principal amount
of the Euro Term Loans actually made on the Closing Date pursuant to Section 2.01(b) (which amounts shall be reduced as
a result of the application of mandatory and voluntary prepayments as set forth herein):


 


 


	Quarterly Payment Date	 	Amount
	First eight quarterly payment dates 	 	1.250%
	Next four quarterly payment dates	 	1.875%
	Each quarterly payment date thereafter	 	2.500%



 




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provided, however, that the
final principal repayment installment of the Euro Term Loans shall be repaid on the Maturity Date for the Euro Term Facility and
in any event shall be in an amount equal to the aggregate principal amount of all Euro Term Loans outstanding on such date.


 


(c)          Revolving
Credit Loans. The Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility
the aggregate principal amount of all Revolving Credit Loans outstanding on such date.


 


(d)          Swing
Line Loans. The Company and the applicable Designated Borrowers, as applicable, shall repay each Swing Line Loan on the earlier
to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.
Swing Line Loans may be repaid with proceeds of other Swing Line Loans.


 


2.08         Interest.
(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan under a Facility shall bear interest on
the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest
Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate for such Facility; (iii) each Swing Line Loan denominated in Dollars shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Floating LIBOR Rate plus
the Applicable Rate and (iv) each Swing Line Loan denominated in Euros shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Euro Swing Line Rate plus the Applicable Rate
for Eurocurrency Rate Loans.


 


(b)          


 


(i)          If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)         If
any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(iii)        Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses 2.08(b)(i) and
(b)(ii) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 




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


 


(c)          Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 


2.09         Fees.
In addition to certain fees described in Sections 2.03(h) and (i):


 


(a)          Commitment
Fee. Except as set forth in Section 2.17(a)(iii)(A) with respect to Defaulting Lenders, the Company shall pay to the
Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage,
a commitment fee equal to the Applicable Rate with respect to the “Commitment Fee” times the actual daily amount
by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding
Amount of L/C Obligations, subject to adjustment as provided in Section 2.18. For the avoidance of doubt, the Outstanding
Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining
the Commitment Fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which
one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the
last day of the Availability Period for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears,
and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Fee Rate was in effect.


 


(b)          Other
Fees.


 


(i)          The
Company shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the
times specified in the Fee Letters (including, as applicable, any ticking fee). Such fees shall be fully earned when paid and shall
not be refundable for any reason whatsoever.


 


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


 


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


 


(a)          All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall
be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees
and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative
Currencies as to which


 




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market practice differs
from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate
shall be determined in accordance with market practice.


 


(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company
or the Lenders determine that (i) the Consolidated Net Leverage Ratio as calculated by the Company as of any applicable date was
inaccurate and (ii) a proper calculation of the Consolidated Net Leverage Ratio would have resulted in higher pricing for such
period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess
of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid
for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case
may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrowers’
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.


 


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


 


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


 




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matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error.


 


2.12         Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest
on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in such Alternative Currency (and in the applicable Alternative Currency Equivalent thereof)
and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made
in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an
Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility
(or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars,
or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to
accrue. Notwithstanding the foregoing sentence, if any payment is received on the Business Day when due, the receipt of such payment
after 2:00 p.m. shall not be deemed to be a Default or an Event of Default under Section 8.01(a)(i). If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(i)          Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to
12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance
with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the
applicable 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 applicable Borrower severally agree to pay to the


 




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Administrative
Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the
date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower,
the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such
interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower
shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to
the Administrative Agent.


 


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


 


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


 


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


 


(c)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The
failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on
any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible


 




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for the failure of
any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).


 


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


 


(e)          Insufficient
Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts
of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward 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, toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.


 


2.13         Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess
of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such
time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents
at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents
at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder
and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of
such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing
(but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payment on account of the
Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by
all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders
or owing (but not due and payable) to the Lenders, as the case may be, provided that:


 


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


 


(ii)         the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of any Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (B) the application of Cash Collateral provided for in


 




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Section
2.17, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the
Company or any Affiliate thereof (as to which the provisions of this Section shall apply).


 


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


 


2.14         Designation
of Unrestricted and Restricted Subsidiaries.


 


(a)          At
any time after the Closing Date, upon written notice to the Administrative Agent (which written notice shall contain a certification
as to the matters set forth in this clause (a)), the Company may designate any Restricted Subsidiary of the Company (along
with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both
before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii)
after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with
each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements
have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the most recent financial
statements provided pursuant to Section 4.01(a)(ix), with the required financial covenant levels being deemed for such purpose
to be the first testing levels pursuant to Section 7.11), (iii) the Investment in such Unrestricted Subsidiary must be permitted
at such time under Section 7.03 (with the amount of such Investment being deemed to be the fair market value of the net
assets of such Subsidiary as reasonably determined by the Company at the time such Subsidiary is designated an Unrestricted Subsidiary),
(iv) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary”
pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted
Subsidiary” pursuant to this Section 2.14(a), (v) no Subsidiary may be designated as an Unrestricted Subsidiary or
continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness
of a Loan Party or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant
to this Section 2.14(a), and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary)
shall at the time of the designation represent, on a combined basis (and without taking into account the assets or Consolidated
EBITDA of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein)
at least 90% of the consolidated total assets and at least 90% of the Consolidated EBITDA of the Company and its Subsidiaries (with
Consolidated EBITDA and the definitions used therein being measured for this purpose for the Company and all Subsidiaries, notwithstanding
such definitions otherwise being for the Company and its Restricted Subsidiaries). The designation of any Subsidiary as an Unrestricted
Subsidiary shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net
assets of such Subsidiary as reasonably determined by the Company at the time such


 




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Subsidiary is designated
an Unrestricted Subsidiary) by the Company or a Restricted Subsidiary therein at the date of designation.


 


(b)          
At any time after the Closing Date and upon written notice to the Administrative Agent, the Company may re-designate any Unrestricted
Subsidiary as a “Restricted Subsidiary”; provided that (i) no Subsidiary holding or owning Equity Interests
in such re-designated Restricted Subsidiary shall be an Unrestricted Subsidiary (unless also being re-designated at such time),
(ii) both before and after giving effect to such designation, no Event of Default shall have occurred and be continuing and (iii)
after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with
each of the covenants in Section 7.11 as of the last day of the most recently ended fiscal quarter for which financial statements
have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the most recent financial
statements delivered pursuant to Section 4.01(a)(ix), with the required financial covenant levels being deemed for such
purpose to be the first testing levels pursuant to Section 7.11). The re-designation of any Unrestricted Subsidiary as a
Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens
of such re-designated Restricted Subsidiary existing at such time and (ii) a return on any Investment by the Company or other applicable
Restricted Subsidiary in such re-designated Restricted Subsidiary in an amount equal to the fair market value as reasonably determined
by the Company at the date of such designation of the Company’s or its Restricted Subsidiary’s (as applicable) Investment
in such re-designated Restricted Subsidiary.


 


(c)          Any
designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary shall be deemed a representation and warranty
by the Company that each of the requirements in Section 2.14(a) or Section 2.14(b), as applicable, are satisfied
in all respects.


 


2.15         Designated
Borrowers.


 


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


 


(b)          The
Company may at any time after the Closing Date (with the consent of the Administrative Agent and, other than in the case of a Domestic
Subsidiary or a Foreign Subsidiary organized under the laws of the Netherlands, each Revolving Credit Lender), upon not less than
15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative
Agent in its sole discretion), designate any additional wholly-owned Restricted Subsidiary of the Company (an “Applicant
Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent
(which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form
of Exhibit H (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge
and agree that prior to any Applicant Borrower becoming entitled to utilize the Revolving Credit Facility provided for herein the
Administrative Agent and the Revolving Credit Lenders shall have received such supporting resolutions, incumbency certificates,
opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative
Agent, as may be required by the Administrative Agent or the Required Revolving Lenders in their sole


 




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discretion (and each
Revolving Credit Lender shall have satisfied its “know your customer” requirements with respect thereto), and Notes
signed by such new Designated Borrowers to the extent any Revolving Credit Lenders so require. If the Administrative Agent and,
if necessary, the appropriate Revolving Credit Lenders agree that an Applicant Borrower shall have satisfied the requirements to
be a Designated Borrower under the Revolving Credit Facility, then promptly following receipt of all such requested resolutions,
incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in
substantially the form of Exhibit I (a “Designated Borrower Notice”) to the Company and the
Revolving Credit Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower
for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to be a Borrower under the Revolving
Credit Facility, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise
shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application
may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.


 


(c)          The
Company and each Domestic Designated Borrower shall be jointly and severally liable for all Obligations of all Borrowers. All Foreign
Designated Borrowers shall be jointly and severally liable for the Obligations of each other Foreign Designated Borrower but shall
not be liable for the Obligations of the Company or any Domestic Designated Borrower.


 


(d)          Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.15 hereby
irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to
any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise
be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective
if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement,
direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be
deemed to have been delivered to each Designated Borrower.


 


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


 


2.16         Increase
in Commitments.


 


(a)          Request
for Increase. The Company may, from time to time, request by notice to the Administrative Agent (x) one or more increases in
the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in any Term Facility
(each, a “Term


 







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Loan Increase”)
or (z) one or more term loan tranches to be made available to the Company or a Designated Borrower (each, an “Incremental
Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred
to as the “Incremental Increases”); provided that (i) the aggregate principal amount for all such Incremental
Increases shall not exceed $300,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000
(or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit
Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line
Sublimit without the consent of each of the Swing Line Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity
Date for any Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average
life to maturity of any Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment,
voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata
with the Term Loans (unless agreed to be subordinate, paid after the Term Loans, unsecured or have fewer voting rights by the Lenders
providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall
have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each
case reasonably acceptable to the Administrative Agent and the Company) and (B) shall have an Applicable Rate or pricing grid as
determined by the Lenders providing such Incremental Term Loans and the Company; (vi) except as provided above, all other terms
and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions of the existing
Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term
Loan and the Company, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable
to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in or made applicable
to the existing Facilities (except to the extent only applicable after the latest Maturity Date of the other Facilities then in
effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute
Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment,
prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a
pari passu basis with the other Obligations hereunder.


 


(b)          Process
for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, in each case
on terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the Company and the Administrative
Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”)
pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that
(i) the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned)
to each proposed Additional Lender providing such Incremental Increase to the extent the Administrative Agent would be required
to consent to an assignment to such Additional Lender pursuant to Section 10.06(b)(iii) and (ii) in the case of any Revolving
Credit Increase, the L/C Issuer and the Swing Line Lenders shall have consented (in each case, such consent not to be unreasonably
withheld, delayed or conditioned) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if
such consent by the L/C Issuer or the Swing Line Lenders, as the




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case may be, would
be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments to such
Lender or proposed Additional Lender; provided further that the Company shall not be required to offer or accept commitments
from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Commitment, increase
its Term Commitments or Term Loans or participate in any Incremental Term Loan, as the case may be, and no consent of any Lender,
other than the Lenders agreeing to provide any portion of an Incremental Increase, shall be required to effectuate such Incremental
Increase.


 


(c)          Effective
Date and Allocations. The Administrative Agent and the Company shall determine the effective date of any Incremental Increase
(the “Increase Effective Date”). The Administrative Agent shall promptly notify the Company and the Lenders
of the final allocation of such Incremental Increase and the Increase Effective Date.


 


(d)          Conditions
to Effectiveness of Increase.


 


(i)          As
a condition precedent to each Incremental Increase, the Company shall deliver to the Administrative Agent a certificate of the
Company (and, in the case of any Incremental Increase also available to any other Borrower, of such Borrower) and, if reasonably
determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor,
of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the applicable Borrower or
Guarantor and (x) certifying and attaching the resolutions adopted by the applicable Borrower or Guarantor approving or consenting
to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by
such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (y) certifying that, before and after
giving effect to such increase:


 


(A)         the
representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material
respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in
all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations
and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except
that for purposes of this Section 2.16(d)(i)(A), the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements of the Company and its Subsidiaries
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the
case of any Incremental Term Loan or Term Loan Increase the proceeds of which are to be used (in whole or in part) to finance a
Limited Condition Acquisition, the applicable representations and warranties may, if agreed to by the Administrative Agent and
the lenders providing such Incremental Term Loan or Term Loan Increase, be limited to (1) the Specified Representations (or such
other formulation thereof as may be agreed by the lenders providing such Incremental Increase) and (2) customary acquisition agreement
representations for limited


 




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condition acquisitions;
provided further that in such a case, on the date of entering into the definitive documentation for such Limited Condition
Acquisition (and as a condition to the requested Incremental Term Loan or Term Loan Increase), the representations and warranties
contained in Article V and the other Loan Documents shall be true and correct in all material respects (or, with respect
to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of
such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality
or Material Adverse Effect standard, in all respects) as of such earlier date;


 


(B)         no
Default shall exist and be continuing or would result therefrom; provided that in the case of any Incremental Term Loan
or Term Loan Increase the proceeds of which are to be used (in whole or in part) to finance a Limited Condition Acquisition, to
the extent agreed by the Administrative Agent and the lenders providing such Incremental Term Loan or Term Loan Increase, (x) at
the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, no Default shall
have occurred and be continuing or shall occur as a result thereof and (y) on the date of effectiveness of any such Incremental
Term Loan or Term Loan Increase and the making of any Loan thereunder, no Specified Default shall have occurred and be continuing
or shall occur as a result thereof; and


 


(C)         the
Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the financial covenants contained
in Section 7.11 (and assuming such Incremental Term Loan is fully drawn and without netting any cash proceeds of such Incremental
Term Loan for purposes of calculating the Consolidated Net Leverage Ratio); provided that in the case of any Incremental
Term Loan or Term Loan Increase the proceeds of which are to be used (in whole or in part) to finance a Limited Condition Acquisition,
if the Company so requests, to the extent agreed by the Administrative Agent and the lenders providing such Incremental Term Loan
or Term Loan Increase, such compliance may be measured at the time of the execution and delivery of the purchase agreement related
to such Limited Condition Acquisition (and Section 1.03(d)(iii) shall then apply).


 


(ii)         Each
Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving
Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment
immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit
Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in
respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to
have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing
Line Loans such that, after giving effect to each such deemed


 




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assignment
and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit
and (2) participations hereunder in Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable
Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of
such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves
as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable
with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Company shall pay
to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among
the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans.


 


(iii)        To
the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement
may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders
providing such Incremental Term Loans or Term Loan Increase), in form and substance reasonably satisfactory to the Administrative
Agent and the Company, to include such terms as are customary for a term loan commitment, including mandatory prepayments, assignments
and voting provisions; provided that (i) if any terms taken as a whole are adverse to the material interests of the existing
Lenders or would violate or be contrary to the terms of any other provision of this Section 2.16, as reasonably determined
by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with
such terms or amendment and (ii) except as expressly provided in this Section 2.16, no such terms or amendment shall contravene
any of the terms of the then existing Loan Documents.


 


(iv)        As
a condition precedent to each Incremental Increase, all fees and expenses relating to each Incremental Facility, to the extent
due and payable, shall have been paid in full.


 


(e)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


2.17        Cash
Collateral.


 


(a)          Certain
Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing for so long as such L/C Borrowing is outstanding, (ii) as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Company shall be required to provide Cash Collateral
pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Company shall immediately (in the case of
clause (iii) above) or within one Business Day (in all other cases), following any request by the Administrative Agent or
the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the
case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.18(a)(iv) and any
Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash
Collateral are subject


 




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to any right or claim
of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate amount that
is required to be held as Cash Collateral pursuant to the preceding sentence, the Company will, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of
(x) such required amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent
determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit
as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.


 


(b)          Grant
of Security Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the
Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein,
and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the
L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject
to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on
demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17
or Sections 2.03, 2.04, 2.05, 2.18 or 8.02 in respect of Letters of Credit or Swing Line Loans
shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall
be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there
exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement
or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the
other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that
Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.


 




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2.18         Defaulting
Lenders.


 


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


 


(i)          Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 10.01 and in the definition of “Required Lenders”,
“Required Revolving Lenders”, “Required U.S. Term Lenders and “Required Euro Term Lenders”.


 


(ii)         Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the L/C Issuer or any Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting
Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Company may request
(so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s
future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement,
in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing
Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or any Swing
Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of
a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the


 




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Lenders pro
rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees.


 


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


 


(B)         Each
Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender
only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 2.17.


 


(C)         With
respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender
pursuant to clause (A) or (B) above, the Company shall (x) pay to each Non-Defaulting Lender that portion of any
such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations
or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the
L/C Issuer and Swing Line Lenders, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the
extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not
be required to pay the remaining amount of any such fee.


 


(iv)        Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C
Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation
does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving Credit Commitment. Subject to Section 10.20, no reallocation hereunder shall constitute a waiver or release of
any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(v)         Cash
Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only
partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under applicable
Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line


 




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Lenders’
Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures
set forth in Section 2.17.


 


(b)          Defaulting
Lender Cure. If the Company, the Administrative Agent, the applicable Swing Line Lender and the L/C Issuer agree in writing
that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans
and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders
in accordance with their Applicable Percentages (without giving effect to Section 2.18(a)(iv)), whereupon such Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


ARTICLE
III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01         Taxes.
For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and, for the avoidance of doubt,
any Swing Line Lender and the term “Laws” includes FATCA.


 


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


 


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


 


(ii)         If
any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United
States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or
make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction
is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after
any required withholding or the making of all required deductions


 




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(including
deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal
to the sum it would have received had no such withholding or deduction been made.


 


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


 


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


 


(c)          Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and
shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by
such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender or the L/C Issuer (with
a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer,
shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender
or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii)
below.


 


(ii)         Each
Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days
after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer
(but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable,
against any Taxes attributable to such Lender’s failure to comply


 




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with the
provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and
the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are
payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan
Document against any amount due to the Administrative Agent under this clause (ii).


 


(iii)        Notwithstanding
anything to the contrary in this Article III, no Subsidiary that is not a U.S. Person shall be liable for payment of additional
amounts or indemnification with respect to any Indemnified Taxes (and reasonable expenses arising therefrom) attributable to Obligations
hereunder of a Borrower that is a U.S. Person.


 


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


 


(e)          Status
of Lenders; Tax Documentation.


 


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


 


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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Lender are
claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the
form of Exhibit J-4 on behalf of each such direct and indirect partner;


 


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


 


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


 


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


 


(f)          Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this
Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such
refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any


 




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interest paid by the
relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient,
agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount
to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax
position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Loan Party or any other Person.


 


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


 


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


 




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Lender without reference
to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer
illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion,
the Borrowers shall also pay accrued interest on the amount so prepaid or converted.


 


3.03         Inability
to Determine Rates.


 


(a)          
If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation
thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not
being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period
of such Eurocurrency Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative
Currency) or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i)
do not apply (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (ii) the Administrative
Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of
the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent
of the affected Eurocurrency Rate Loans or Interest Periods) and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in
determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by
the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Company or the applicable Designated Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to
the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.


 


(b)          Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a),
the Administrative Agent, in consultation with the Company, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.03(a),
(ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Company that such alternative interest
rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender


 




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determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice
thereof.


 


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


 


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


 


(ii)         the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or


 


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


 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Company 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
(as defined below) 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 Company 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. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to
the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall
be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Administrative


 




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Agent will promptly so
notify the Company and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency
Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Company or the
applicable Designated Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans denominated in a LIBOR Quoted Currency (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or,
failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (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.


 


3.04         Increased
Costs; Reserves on Eurocurrency Rate Loans. (a) Increased Costs Generally. If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e)) or the L/C Issuer;


 


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


 


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


 


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


 


(b)          Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if


 




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any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans
held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer
or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding
company with respect to capital adequacy), then from time to time the Company will pay (or cause the applicable Designated borrower
to pay) to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender
or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.


 


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


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand
such compensation, provided that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the
date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


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







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days prior to the relevant
Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.


 


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


 


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


 


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


 


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


 


(d)           any
assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Company pursuant to Section 10.13;


 


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


 


For purposes of calculating
amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching
deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period,
whether or not such Eurocurrency Rate Loan was in fact so funded.


 


3.06         Mitigation
Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. Each Lender may make any Credit
Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation
of any Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation
under Section 3.04, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer,
or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then at the request of the Company such Lender or the L/C Issuer shall, as applicable,
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or


 




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the L/C Issuer, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable
Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such
designation or assignment.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
and in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),
the Company may replace such Lender in accordance with Section 10.13.


 


3.07         Survival.
All obligations of the Loan Parties under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder, and resignation of the Administrative Agent.


 


ARTICLE
IV

CONDITIONS PRECEDENT TO Credit Extensions


 


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


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or PDFs or telecopies (in each case, followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each
in form and substance satisfactory to the Administrative Agent and each of the Lenders:


 


(i)          counterparts
of this Agreement, the Guaranty and the Security and Pledge Agreement executed by each Person a party thereto;


 


(ii)         a
Note executed by each Borrower in favor of each Lender requesting a Note with respect to the applicable Facility;


 


(iii)        such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which
such Borrower or Guarantor is a party or is to be a party;


 




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(iv)        such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower and each Guarantor
is duly organized or formed, and that each Borrower and each Guarantor is validly existing, in good standing and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


(v)         customary
opinions of Drinker Biddle & Reath LLP and, in respect of the Dutch Borrower, Baker & McKenzie Amsterdam N.V., in each
case counsel or special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing
Date;


 


(vi)        a
certificate signed by a Responsible Officer of the Company certifying that (A) the conditions specified in Section 4.01(c)
and 4.01(d)(ii) have been satisfied and (B) each of the Specified Representations and the Specified Purchase Agreement Representations
are true and correct in all material respect (or, with respect to representations and warranties modified by materiality standards,
in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respect (or, with respect to
representations and warranties modified by materiality standards, in all respects) as of such earlier date;


 


(vii)       a
solvency certificate substantially in the form of Exhibit G signed by the chief financial officer of the Company;


 


(viii)      the
Refinancing shall have been consummated or shall be consummated substantially concurrently with the Closing Date, and the Administrative
Agent shall have received customary payoff letters in connection therewith as to the total indebtedness with respect thereto required
to be paid (except to the extent outstanding letters of credit are to be continued under the Revolving Credit Facility, cash collateralized
or subject to back-to-back letters of credit) (the “Prepayment Amount”) and confirming that when the Prepayment
Amount is paid and all commitments thereunder have been terminated and cancelled (which will occur on or prior to the receipt of
the Prepayment Amount), all Liens in connection with the Indebtedness subject to the Refinancing shall be terminated and released,
in all events in such a manner as the Administrative Agent is reasonably satisfied that on the Closing Date, after giving effect
to the Transactions, neither the Company nor any of its Subsidiaries (giving effect to the Closing Date Acquisition) shall have
any outstanding Indebtedness other than Indebtedness under the Loan Documents or other Indebtedness not subject to the Refinancing;


 


(ix)         (A)
audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of, and related statements of
income and cash flows of the Company and its consolidated Subsidiaries for, the fiscal years ended December 31, 2016, December
31, 2017 and December 31, 2018, (B) audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at the
end of, and related statements of income and cash flows of the Target and its consolidated


 




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Subsidiaries
for, the fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, (C) unaudited consolidated balance sheet
of the Company and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows of the Company
and its consolidated Subsidiaries for, each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year)
of the Company and its consolidated Subsidiaries ended after December 31, 2018 and ended at least 45 days before the Closing Date
and (D) unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as at the end of, and related statements
of income and cash flows of the Target and its consolidated subsidiaries for, each subsequent fiscal quarter (other than the fourth
fiscal quarter of any fiscal year) of the Target and its consolidated Subsidiaries ended after December 31, 2018 and ended at least
45 days before the Closing Date;


 


(x)          a
pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its
Subsidiaries as of, and for the three-month period ending on, the last day of the most recently completed fiscal quarter ended
at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred
as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income);


 


(xi)         consolidated
forecasts for the Company and its Subsidiaries (after giving effect to the Transactions) of balance sheets, income statements and
cash flow statements on an annual basis for each year during the term of this Agreement and on a quarterly basis for the first
year after the Closing Date; and


 


(xii)        (A)
a Request for Credit Extension in accordance with the requirements hereof (including the notice periods set forth in Section 2.02(a)
with respect to each Type of Loan being requested on the Closing Date, and with a copy to the L/C Issuer or the applicable Swing
Line Lender, if applicable), and (B) a Funding Indemnity Letter with respect to the Euro Term Facility and, as applicable, any
other Eurocurrency Rate Loans to be made on the Closing Date.


 


(b)          The
Collateral and Guarantee Requirement (other than in accordance with Section 6.19 and Schedule 6.19) shall have been
satisfied and (after giving effect to any Liens to be released prior to or contemporaneously with the initial Credit Extension
on the Closing Date) the Collateral shall be subject to no Liens other than Permitted Liens; provided that if, notwithstanding
the use by the Company and its Restricted Subsidiaries of commercially reasonable efforts to provide and perfect on the Closing
Date security interest in assets intended to constitute Collateral such provision and/or perfection of a security interest (other
than (i) the execution and delivery by each Loan Party of the documentation required by Section 4.01(a), (ii) the delivery
of any certificated Equity Interests of each pledged Subsidiary (with powers executed in blank) pledged or to be pledged pursuant
to any Collateral Document, (iii) the delivery of UCC financing statements with respect to each Domestic Obligor (or an authorization
permitting the Administrative Agent to file UCC financing statements with respect to each Domestic Obligor), and (iv) the delivery
of short-form Intellectual Property Security Agreements with respect to each Domestic Obligor for filing with the United States
Patent and Trademark Office or the United States Copyright Office, as applicable (or an authorization permitting the


 




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Administrative Agent
to file such short-form security agreements with respect to each grantor)) is not accomplished as of the Closing Date, such provision
and/or perfection of a security interest in such Collateral shall not be a condition to the availability of the initial Credit
Extension on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any
event within the period specified therefor in Schedule 6.19 or such later date as the Administrative Agent may reasonably
agree).


 


(c)          
Since December 31, 2016, there shall not have occurred any event, change, circumstance, occurrence, effect or state of facts that,
individually or in the aggregate, has had, or could reasonably be expected to have, a Closing Date Material Adverse Effect.


 


(d)          (i)
the Administrative Agent shall have received a final, executed copy of the Purchase Agreement and any amendment, modification or
waiver thereof since the execution thereof on April 4, 2017, and (ii) the Closing Date Acquisition shall be consummated (including
the consummation of the applicable regulatory requirements and receipt of the applicable third party consents, in each case, as
required by the Purchase Agreement) simultaneously or substantially concurrently with the closing under the Facilities in accordance
with the terms of the Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers, other than
those modifications, amendments, consents or waivers that are materially adverse to the interests of the Lenders (in their capacities
as such), the Administrative Agent and the Arrangers, either individually or in the aggregate, without the prior written consent
of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).


 


(e)          The
Administrative Agent and the Lenders shall have received (i) at least one Business Day before the Closing Date all documentation
and other information about the Loan Parties and their Subsidiaries that shall have been reasonably requested by the Administrative
Agent or the Lenders in writing at least five (5) business days prior to the Closing Date and that the Administrative Agent and
the Lenders reasonably determine is required by applicable regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation the PATRIOT Act (provided that such information
shall, to the extent requested at least ten (10) Business Days prior to the Closing Date, have been provided at least five (5)
Business Days prior to the Closing Date) and (ii) a certification regarding beneficial ownership required by the Beneficial Ownership
Regulation in relation to each applicable Borrower, at least five (5) days prior to the Closing Date, if any Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation as to such Lender.


 


(f)          The
Administrative Agent shall have received a customary flow of funds statement executed by the Company with respect to all Credit
Extensions and other Transactions to occur on the Closing Date in form and substance satisfactory to the Administrative Agent.


 


(g)          All
fees required to be paid pursuant to this Agreement or the Fee Letters shall have been paid.


 


(h)          Unless
waived by the Administrative Agent, all reasonable out-of-pocket expenses required to be paid on or before the Closing Date shall
have been paid (to the extent invoiced at least one (1) business day (or such shorter time as the Company may agree) prior to


 




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the Closing Date (provided
that any such invoice shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).


 


(i)          The
Closing Date shall have occurred on or prior to August 30, 2019.


 


Without
limiting the foregoing, on the Closing Date usage of the Revolving Credit Facility shall be limited to $300,000,000 to finance
in part the Transactions and to issue Letters of Credit (or permit Existing Letters of Credit to be rolled into the Revolving Credit
Facility). 


 


Without limiting the generality of the
provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in
this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


4.02         Conditions
to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than the initial Credit
Extension and a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency
Rate Loans) is subject to the following conditions precedent:


 


(a)          The
representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in each other
Loan Document, or which are contained in any document delivered pursuant hereto or pursuant to another Loan Document shall be true
and correct in all material respects (or, with respect to representations and warranties modified by materiality standards or Material
Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or,
with respect to representations and warranties modified by materiality standards or Material Adverse Effect, in all respects) as
of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in
Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections
6.01(a) and (b), respectively.


 


(b)          No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


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


 


(d)          If
the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower
as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.


 


(e)          In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national
or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable




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opinion of the Administrative
Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case
of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to
be denominated in the relevant Alternative Currency.


 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency
Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES


 


Each Borrower, as to
itself and to each of its Restricted Subsidiaries, represents and warrants to the Administrative Agent and the Lenders that:


 


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


 


5.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to
which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and
do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result
in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries
or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; or (c) violate any Law, except in the cases of clause (b) and (c) as would not reasonably be expected
to have a Material Adverse Effect.


 


5.03         Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except as may have been obtained.


 




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5.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, receivership, moratorium,
conservationship, or other laws of general application affecting the rights of creditors generally or by general principles of
equity.


 


5.05         Financial
Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition
of the Company and its consolidated Subsidiaries as of the date thereof and their results of operations, cash flows and changes
in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct
or contingent, of the Company and its Subsidiaries required under GAAP to be disclosed thereon (including the Target and its Subsidiaries)
as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.


 


(b)          The
financial statements delivered pursuant to Section 4.01(a)(ix)(C) and (D) (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present
the financial condition of the respective Loan Parties as of the date thereof and their results of operations, cash flows and changes
in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments.


 


(c)          Since
December 31, 2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably
be expected to have a Material Adverse Effect.


 


(d)          The
pro forma financial statements delivered pursuant to Section 4.01(a)(x) fairly present the consolidated pro forma financial
condition of the Company and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Company
and its Subsidiaries for the period ended on such date, in each case giving effect to the Transactions, all in accordance with
GAAP to the extent that GAAP is applicable.


 


(e)          The
consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Subsidiaries delivered pursuant
to Section 4.01(a) or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at
the time of delivery, the Company’s reasonable best estimate of its future financial condition and performance.


 


5.06         Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or


 




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against the Company
or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this
Agreement or any other Loan Document, or (b) either individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


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


 


5.08         Ownership
of Property; Liens; Investments. Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.


 


5.09         Environmental
Compliance.


 


(a)          The
Loan Parties and their respective Restricted Subsidiaries conducted a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)          Except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Loan Parties and their respective
Restricted Subsidiaries: (i) are, and within the past five years have been, in material compliance with all applicable Environmental
Laws; (ii) hold all material Environmental Permits (each of which is in full force and effect) required for any of their current
or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the past
five years have been, in material compliance with all of their Environmental Permits; and (iv) to the extent within the control
of the Loan Parties and their respective Restricted Subsidiaries, each of their Environmental Permits will be timely renewed and
complied with, any additional Environmental permits that may be required of any of them will be timely obtained and complied with,
and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and
maintained.


 


5.10         Insurance.
The properties of the Company and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies
not Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where the Company or the applicable Restricted Subsidiary
operates.


 




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5.11         Taxes.
The Company and each of its Restricted Subsidiaries have timely filed all foreign, federal, state and other material tax returns
and reports required to be filed, and have timely paid all foreign, federal, state and other material Taxes (whether or not shown
on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets
otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted
and for which adequate reserves have been provided in accordance with GAAP and except for such failures which would not reasonably
be expected to result in liabilities or exposure in excess of $25,000,000. There is no proposed material tax assessment against
the Company or any Restricted Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Restricted
Subsidiary thereof is party to any tax sharing agreement. The Dutch Borrower is resident for tax purposes in the Netherlands only.


 


5.12         ERISA
Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other
Federal or state laws, except with respect to any non-compliance that reasonably could be expected to result in liability in excess
of $5,000,000. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received (i) a favorable
determination letter from the IRS and the trust related thereto has been determined by the Internal Revenue Service to be exempt
from federal income tax under Section 501(a) of the Code or an application for such a letter is currently being processed by the
Internal Revenue Service or (ii) is subject to a favorable opinion or advisory letter to the effect that the form of such Plan
is qualified under Section 401(a) of the Code. To the best knowledge of the Company, nothing has occurred that would prevent or
cause the loss of such tax-qualified status.


 


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


 


(c)          Except
where any of the following would not reasonably be expected to result in liability in excess of $5,000,000 (i) No ERISA Event has
occurred, and neither the Company nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be
expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the
most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the
Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonably
be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation
date; (iii) neither the Company nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums,
and there are no premium payments which have become due that are unpaid; (iv) neither the Company nor any ERISA Affiliate has engaged
in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated
by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that


 




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would reasonably be
expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.


 


5.13         Subsidiaries;
Equity Interests; Loan Parties. As of the Closing Date, the Company has no other Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13
free and clear of all Liens except those created under the Collateral Documents and, with respect to the Equity Interests not owned
by Loan Parties, other Permitted Liens. As of the Closing Date, the Company has no equity investments in any other corporation
or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests
in the Company have been validly issued, are fully paid and non-assessable. Set forth on Part (d) of Schedule 5.13 is a
complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its
incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any
non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by
the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant
to Section 4.01(a)(iv) is a true and correct copy of each such document as of the Closing Date, each of which is valid and
in full force and effect in each case.


 


5.14         Margin
Regulations; Investment Company Act. (a) Neither the Company nor any Restricted Subsidiary is engaged or will engage, principally
or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation
U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.


 


(b)          None
of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 


5.15         Disclosure.


 


(a)          The
Company has disclosed to the Administrative Agent and the Lenders (which disclosure may include filings on EDGAR) all agreements,
instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries is subject, and all other matters
known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report,
financial statement, certificate or other information furnished by or on behalf of any Loan Party to the Administrative Agent or
any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), at the Closing
Date (in the case of the presentation provided to the Lenders on or about May 8, 2017) or at the time furnished (in the case of
all other reports, financial statements, certificates or other information), contains any material misstatement of material fact
or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information, the Company


 




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represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(b)          As
of the Closing Date, the information included in any Beneficial Ownership Certification, if applicable, is true and correct in
all respects.


 


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


 


5.17         Intellectual
Property; Licenses, Etc. The Company and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively,
“IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict
with the rights of any other Person, except where such failure to own or possess or such infringement, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Company, no slogan or other advertising
device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company
or any of its Restricted Subsidiaries infringes upon any rights held by any other Person, except where the failure to own or possess
such IP rights or where such conflict, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.18         Solvency.
The Company and its Subsidiaries are, on a consolidated basis, Solvent.


 


5.19         Casualty,
Etc. Neither the businesses nor the properties of any Loan Party or any of its Restricted Subsidiaries are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of
the public enemy or other casualty (whether or not covered by insurance), condemnation or eminent domain proceeding that, either
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


5.20         Labor
Matters. There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Company or any
of its Restricted Subsidiaries as of the Closing Date, except as set forth on Schedule 5.20. Neither the Company nor any
Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years, that,
either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 




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5.21         OFAC.
Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company and its Subsidiaries, any director, officer,
employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual
or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated
Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced
by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction, unless, in each case,
otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State
or otherwise authorized under applicable Law.


 


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


 


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


 


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


 


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


 


(c)          There
is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the


 




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jurisdiction in which
such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign
Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents,
except as has been disclosed to the Administrative Agent.


 


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


 


5.24         Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title
and interest of the respective Loan Parties in the Collateral described therein.


 


5.25         EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


ARTICLE
VI

AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, 6.03 and 6.11) cause each Restricted Subsidiary to:


 


6.01         Financial
Statements. Deliver to the Administrative Agent and each Lender (which delivery may be effected as provided in the last two
paragraphs of Section 6.02), in form and detail satisfactory to the Administrative Agent and the Required Lenders:


 


(a)          as
soon as available, but in any event not later than the SEC Filing Date (commencing with the fiscal year ending December 31, 2019),
a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in
each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders (which shall be deemed acceptable if such firm is one of the “Big Four”),
which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to
any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;


 


(b)          for
each of the first three fiscal quarters of each fiscal year of the Company (commencing with the fiscal quarter in which the Closing
Date occurs (or, if such quarter is the fourth fiscal quarter, the fiscal quarter after the fiscal quarter in which the Closing
Date occurs), as soon as available, but in any event not later than the SEC Filing Date (or with respect to the


 




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fiscal quarter in which
the Closing Date occurs (unless such quarter is the fourth fiscal quarter), 75 days after the end of such fiscal quarter), a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements
of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the
Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified
by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial
condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;


 


(c)          as
soon as available, but in any event not later than seventy-five (75) days after the end of each fiscal year of the Company, an
annual business plan and budget of the Company and its Subsidiaries on a consolidated basis, including forecasts prepared by management
of the Company, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income
or operations and cash flows of the Company and its Subsidiaries on a quarterly basis for the fiscal year in which such business
plan and budget is delivered (including the fiscal year in which any Maturity Date occurs).


 


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


 


6.02         Certificates;
Other Information. Deliver to the Administrative Agent and each Lender (which delivery may be effected as provided in the last
two paragraphs of this Section 6.02), in form and detail reasonably satisfactory to the Administrative Agent and the Required
Lenders:


 


(a)          [reserved];


 


(b)          not
later than five Business Days after each delivery of financial statements referred to in Sections 6.01(a) and (b),
a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller
of the Company (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic
communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


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


 




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(d)          promptly
after the furnishing thereof, copies of any statement (other than administrative notices) or report furnished to any holder of
debt securities of any Loan Party or of any of its Restricted Subsidiaries the aggregate principal amount outstanding of which
is not less than the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;


 


(e)          promptly,
and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation
or possible investigation or other similar inquiry (other than routine communications regarding the Company’s filings with
the SEC or such agency) by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;


 


(f)          not
later than five Business Days after receipt thereof (or such later date as the Administrative Agent may agree to) by any Loan Party
or any Subsidiary thereof, copies of all notices with respect to any material claim received under or pursuant to any Related Document;


 


(g)          promptly
following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including,
without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and


 


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


 


Documents required
to be delivered pursuant to Section 6.01(a) or (b) or Sections 6.02(c) or (d) or Section 6.03
may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company
posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on
Schedule 10.02; or (ii) the date such documents have been filed with the SEC and posted on EDGAR; or (iii) on which such
documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether EDGAR, a commercial, third-party website or whether sponsored by the Administrative Agent); provided
that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to
the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative
Agent or such Lender and (ii) the Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting
of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)
of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of
the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such
request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents.


 




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The Company hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders
and the L/C Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Company 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 Company hereby agrees that it will use commercially reasonable efforts to identify
that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed
to have authorized the Administrative Agent, any Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company 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 10.07); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.”


 


6.03         Notices.
Promptly notify the Administrative Agent and each Lender (which delivery may be effected as provided in the last two paragraphs
of Section 6.02):


 


(a)          of
the occurrence of any Default;


 


(b)          of
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or
any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable
Environmental Laws, in each case for clause (i) through (iii) above, individually or collectively, that has resulted
or would reasonably be expected to result in a Material Adverse Effect;


 


(c)          of
the occurrence of any ERISA Event in connection with which liability would reasonably be expected to exceed $5,000,000;


 


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


 




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(e)          of
the occurrence of any event for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(i),
(ii) or (iii); and


 


(f)          of
the occurrence of any event that gives rise to a Collateral Reinstatement Event.


 


Each notice pursuant
to Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible Officer of the
Company setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and propose
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions
of this Agreement and any other Loan Document that have been breached.


 


6.04         Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including
(a) all material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with
GAAP are being maintained by the Company or such Subsidiary; (b) all material lawful claims which, if unpaid, would by law become
a Lien upon its property other than Permitted Liens; and (c) all material Indebtedness, as and when due and payable and which,
if unpaid, would reasonably be expected to result in a Material Adverse Effect or a Default or Event of Default hereunder, but
subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


 


6.05         Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (to the
extent such concept is relevant under the Laws of the applicable jurisdiction of incorporation or organization) under the Laws
of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would
reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the foregoing shall not prevent any Person
from converting from one form of legal entity to another in a transaction otherwise permitted hereunder, so long as, in the case
of a Loan Party, such Person complies with the requirements of Section 6.12(d)(ii).


 


6.06         Maintenance
of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of
its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals
and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect;
and (c) use the standard of care typical in the relevant industries and countries in the operation and maintenance of its facilities.


 


6.07         Maintenance
of Insurance. (a) With respect to the Company and its domestic Subsidiaries, maintain with insurance companies, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts and with such deductibles as are customarily carried under similar
circumstances by such other Persons; and (b) with respect to


 






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Subsidiaries of the
Company located in jurisdictions located outside the United States, maintain with reputable insurance companies, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business with similar value in such jurisdictions, of such types and in such amounts and with such deductibles
as are customarily carried under similar circumstances by such other Persons in such jurisdictions and which insurance companies
are financially sound as of the date of issuance or renewal of each such policy.


 


6.08         Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply
therewith would not reasonably be expected to have a Material Adverse Effect.


 


6.09         Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or
such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over any Borrower or such Subsidiary, as the case may
be.


 


6.10         Inspection
Rights. Permit (a) representatives and independent contractors of the Administrative Agent (together with any Lender accompanying
the representatives or independent contractors of the Administrative Agent) and (b) each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss
its affairs, finances and accounts with its directors and officers, and independent public accountants, (i) up to one such visit
per fiscal year made by the Administrative Agent shall be at the expense of the Company and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon at least three (3) Business Days’ advance notice to the Company
and (ii) all such visits by any Lender shall be upon terms reasonably determined by such Lender and the Company; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours
and without advance notice.


 


6.11         Use
of Proceeds. Use the proceeds of (a) the Term Facilities on the Closing Date to finance in part the Transactions and (b) the
Revolving Credit Facility (i) on the Closing Date in an amount up to $300,000,000 to finance in part the Transactions and issue
Letters of Credit (or permit Letters of Credit outstanding under the Existing Credit Agreement to be rolled over into the Revolving
Credit Facility) and (ii) from time to time after the Closing Date for working capital and other general corporate purposes
of the Company and its Subsidiaries including Permitted Acquisitions and Restricted Payments not in contravention of any Laws or
of any Loan Document.


 


6.12         Covenant
to Guarantee Obligations and Give Security. (a) Annually at such time as the audited financial statements are required to be
delivered pursuant to Section 6.01, any


 




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time after the Closing
Date that there is a Material Acquisition, the Company shall cause the Collateral and Guarantee Requirement to be satisfied.


 


(b)          If,
after the Closing Date, (i) any material assets are acquired by any Domestic Obligor or are held by any Restricted Subsidiary on
or after the time it becomes a Domestic Obligor pursuant to this Section 6.12 or the Collateral and Guarantee Requirement
(other than assets constituting Collateral under a Collateral Document that become subject to the Lien created by such Collateral
Document upon acquisition thereof or constituting Excluded Assets) or (ii) any Material Commercial Tort Claim arises, then in any
such case notify the Administrative Agent thereof no later than the earlier of (A) the date that the next Compliance Certificate
is required to be delivered pursuant to Section 6.02(b) or (B) if such event results from a Material Acquisition, at the
time of such Material Acquisition (in each case, as such period may be extended by the Administrative Agent in its reasonable discretion),
and (upon request of the Administrative Agent for those assets and actions subject to such request pursuant to the Collateral and
Guarantee Requirement) within forty-five (45) days after such occurrence or request (as such period may be extended by the Administrative
Agent in its reasonable discretion) cause such assets to be subjected to a Lien securing the Obligations and take and cause the
other Domestic Obligors to take, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant
and perfect such Liens, including actions as required pursuant to the Collateral and Guarantee Requirement and/or the applicable
Collateral Documents.


 


(c)          Except
as a result of any event or circumstance expressly addressed by Section 6.12(a) or (b), if at any time any Borrower
obtains knowledge that the Collateral and Guarantee Requirement has not been satisfied with respect to assets of any Loan Party
for any reason (including by reason of notice thereof by the Administrative Agent or any Lender), then within two (2) Business
Days of receipt of such knowledge notify the Administrative Agent thereof and, within thirty (30) days after such notice (or such
longer time period as agreed to by the Administrative Agent in its reasonable discretion), cause the Collateral and Guarantee Requirement
to be satisfied with respect to such circumstance.


 


(d)          Furnish
(or cause to be furnished) to the Administrative Agent promptly (and in any event within fifteen (15) days prior or such other
period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name
(as set forth in its certificate of organization or like document), (ii) in the jurisdiction of organization or formation of any
Loan Party or in the form of its organization, or (iii) in any Loan Party’s organizational identification number or Federal
taxpayer identification number.


 


(e)          Promptly
notify the Administrative Agent if any portion of the Collateral is damaged or destroyed, which individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect.


 


(f)          In
connection with any requirement to take actions set forth in this Section 6.12 within a certain period of time, the Administrative
Agent may grant extensions of such required time in its reasonable discretion.


 




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6.13         Approvals
and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations
with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals
and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents; provided
that neither the Company nor any Subsidiary shall be responsible for maintaining any Lender’s qualification in any jurisdiction,
or any other authorizations, consents, approval and licenses, exemptions, and filings and registrations, that may be required of
any Lender to extend credit in the relevant jurisdiction.


 


6.14         Compliance
with Environmental Laws. Except where the failure to do so in any of the instances in this clause would not reasonably be expected
to result in a Material Adverse Effect, comply, and cause all lessees and other Persons operating or occupying its properties to
comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental
Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake
any cleanup, response or other corrective action necessary to address all Hazardous Materials at, on, under or emanating from any
of properties owned, leased or operated by it, and in accordance with the requirements of all Environmental Laws; provided,
however, that neither the Company nor any of its Restricted Subsidiaries shall be required to undertake any such cleanup,
removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.


 


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


 


6.16         Interest
Rate Hedging. Enter into prior to the date that is 60 days, or such longer period as the Administrative Agent may agree, after
the Closing Date, and maintain for a period of three years thereafter, interest rate Swap Contracts with Persons and on terms acceptable
to the Administrative Agent, covering a notional amount of not less than twenty percent (20%) of the aggregate outstanding principal
amount of the Term Facilities.


 




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6.17         Designation
as Senior Debt. To the extent applicable at any time, designate all Obligations under this Agreement as “Designated Senior
Indebtedness” (or similar term) under, and as defined in, any documentation with respect to Indebtedness that is subordinated
to the Obligations.


 


6.18         Anti-Corruption
Laws. Conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery
Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to
promote and achieve compliance with such laws.


 


6.19         Post-Closing
Requirements. As promptly as practicable, and in any event within the time periods after the Closing Date specified in Schedule
6.19 or such later date as the Administrative Agent agrees to in writing, including to reasonably accommodate circumstances
unforeseen on the Closing Date, deliver the documents or take the actions specified on Schedule 6.19, in each case except
to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term
“Collateral and Guarantee Requirement”.


 


ARTICLE
VII

NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, Company shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:


 


7.01         Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


 


(a)          Liens
pursuant to any Loan Document;


 


(b)          Liens
existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that
(i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated
by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal
or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);


 


(c)          Customary
Permitted Liens;


 


(d)          deposits
to secure the performance of bids, trade contracts, liability to insurance carriers and leases (other than Indebtedness), statutory
obligations, surety and appeal bonds, performance bonds, contractual or warranty obligations and other obligations of a like nature
incurred in the ordinary course of business;


 


(e)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) (or securing appeal
or similar bonds in connection therewith);


 


(f)          Usual
and customary rights of set off on deposit accounts in favor of depositary institutions, including any right of set-off or other
security arising under the general terms and


 




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conditions (algemene
bankvoorwaarden) in respect of bank accounts held by a Borrower in the Netherlands;


 


(g)          Liens
securing Indebtedness permitted under Sections 7.02(e); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness and the proceeds thereof and (ii) the Indebtedness secured thereby
does not exceed the cost of the property being acquired on the date of acquisition;


 


(h)          Liens
(i) on assets of any Restricted Subsidiary which are in existence at the time that such Restricted Subsidiary is acquired after
the Closing Date pursuant to a Permitted Acquisition, and (ii) on assets of any Loan Party or any Restricted Subsidiary which are
in existence at the time that such assets are acquired after the Closing Date, and, in each case, any modification, replacement,
renewal, refinancing or extension thereof (which shall not increase the amount of Indebtedness secured or expand the assets secured
by such Lien); provided that such Liens (A) are not incurred or created in anticipation of such transaction (B), only secure
Indebtedness permitted under Section 7.02(f) and in an aggregate principal amount not to exceed $50,000,000 at any time
outstanding and (C) attach only to the acquired assets or the assets of such acquired Restricted Subsidiary and the proceeds and
products of such assets (and the proceeds and products thereof);


 


(i)          Liens
not otherwise permitted by the foregoing clauses of this Section 7.01 securing outstanding obligations in an aggregate
principal amount (including unmatured obligations) at any time outstanding not to exceed the greater of (i) $75,000,000 and (ii)
3.0% of consolidated total assets (determined at the time such Liens are created or otherwise arise); provided that no such
Lien shall attach to any asset that is, or is required to be, Collateral;


 


(j)          Liens
securing obligations not constituting Indebtedness for borrowed money in an amount not exceeding $25,000,000 at any time outstanding;
and


 


(k)          Liens
on assets of Foreign Subsidiaries that are not Loan Parties securing Indebtedness in an aggregate principal amount not exceeding
$35,000,000 at any time outstanding.


 


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


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal
or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the
direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding,
renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity,
collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding,
renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are
no less




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favorable in any material
respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced,
refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness
does not exceed the then applicable market interest rate;


 


(c)          intercompany
Indebtedness owing (i) by a Domestic Obligor to a Domestic Obligor, (ii) by a Foreign Obligor to a Foreign Obligor, (iii) by a
non-Loan Party to a non-Loan Party, (iv) by a non-Loan Party to a Loan Party, (v) by a Foreign Obligor to a Domestic Obligor, (vi)
by a Domestic Obligor to a Foreign Obligor or (vii) by a Loan Party to a non-Loan Party; provided that (A) in the case of
clauses (vi) and (vii), such Indebtedness in an aggregate principal amount exceeding $10,000,000 is subordinated to the Obligations
under the Loan Documents of the obligated Loan Party under the Facilities in a manner reasonably satisfactory to the Administrative
Agent and (B) in the case of clauses (iv) and (v), such Indebtedness shall (x) if the obligee is a Domestic Obligor,
constitute “Pledged Collateral” under the Security Agreement, (y) be on terms (including subordination terms) acceptable
to the Administrative Agent and (z) be in an aggregate principal amount (for all such Indebtedness under clauses (iv) and
(v)) at any time outstanding not exceeding the greater of (1) $150,000,000 and (2) 5.0% of consolidated total assets (determined
at the time such Indebtedness is incurred);


 


(d)          Guarantees
of (i) any Loan Party in respect of Indebtedness otherwise permitted hereunder of any other Loan Party, (ii) any Restricted Subsidiary
that is not a Loan Party of Indebtedness otherwise permitted hereunder of any other Restricted Subsidiary, whether or not such
Restricted Subsidiary is a Loan Party, or (iii) any Loan Party in respect of Indebtedness of any Restricted Subsidiary that is
not a Loan Party (so long as the Investment by such Loan Party is permitted by Section 7.03 (other than Section 7.03(e));
provided that, for the avoidance of doubt, each of the foregoing Guarantees shall constitute an Investment;


 


(e)          Indebtedness
in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(g); provided, however, that the aggregate amount of all such Indebtedness
at any one time outstanding shall not exceed $50,000,000;


 


(f)          Indebtedness
of any Person that becomes a Restricted Subsidiary of the Company or related to any asset acquired after the Closing Date pursuant
to a Permitted Acquisition and any modification, replacement, renewal, refinancing or extension thereof (which such modification,
replacement, renewal, refinancing or extension shall not increase the principal amount thereof); provided that, (A) such
Indebtedness was not incurred in anticipation of such acquisition, (B) neither the Company nor any Restricted Subsidiary (other
than the acquired Restricted Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is either
unsecured or secured solely by Liens on assets of the acquired Restricted Subsidiary (or Restricted Subsidiaries), or on the acquired
assets, permitted by, and within the limitations set forth in Section 7.01(h);


 


(g)          obligations
(contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Swap Contract, provided
that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property held or


 




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reasonably anticipated
by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market
view;”


 


(h)          unsecured
Indebtedness of the Company or any Restricted Subsidiary; provided that, (i) no more than $75,000,000 in the aggregate of
such additional Indebtedness at any time outstanding may have a maturity date on or before the latest Maturity Date then in effect
under any of the Facilities (other than with respect to customary bridge financings, which, subject to customary conditions, would
either be automatically converted into or required to be exchanged for permanent financing which provides for a maturity date later
than the latest Maturity Date), (ii) the balance of such Indebtedness (A) shall have a maturity date later than the latest Maturity
Date then in effect under any of the Facilities (other than with respect to customary bridge financings, which, subject to customary
conditions, would either be automatically converted into or required to be exchanged for permanent financing which provides for
a maturity date later than the latest Maturity Date) and (B) is otherwise on terms reasonably acceptable to the Administrative
Agent and (iii) immediately before and after giving pro forma effect to such Indebtedness, the Company and its Restricted Subsidiaries
shall be in pro forma compliance with all of the financial covenants set forth in Section 7.11, provided that
if such unsecured Indebtedness is being incurred to finance all or a portion of the purchase price of an Acquisition that is a
Limited Condition Acquisition, this clause (iii) may be satisfied as of the date of the entering into of the definitive agreement
for such Limited Condition Acquisition, measured pro forma for such Indebtedness, such Acquisition and any other applicable customary
pro forma adjustments;


 


(i)          Indebtedness
of Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $75,000,000
and (ii) 3.0% of consolidated total assets (determined at the time any such Indebtedness is incurred);


 


(j)          Indebtedness
of Foreign Subsidiaries in a principal amount not to exceed $35,000,000 at any time outstanding;


 


(k)          unsecured
Indebtedness owing by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary incurred pursuant to
the Permitted Post-Closing Reorganization;


 


provided that
notwithstanding anything herein to the contrary, in no event shall the aggregate principal amount of Bilateral Foreign Loan Facilities
outstanding at any time exceed $35,000,000.


 


7.03         Investments.
Make or hold any Investments, except:


 


(a)          Investments
held by the Company and its Restricted Subsidiaries in the form of Cash Equivalents;


 


(b)          advances
to officers, directors and employees of the Company and Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000
at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;


 




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(c)          Investments
(i) by any Loan Party or any Restricted Subsidiary in any Loan Party, so long as, in the case of an Investment made by a non-Loan
Party in a Loan Party in the form of Indebtedness owing by such Loan Party, such Indebtedness is permitted to be incurred by the
relevant Loan Party pursuant to Section 7.02, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted
Subsidiary that is also not a Loan Party, or (iii) by a Loan Party in a Restricted Subsidiary that is not a Loan Party either (A)
made pursuant to the Permitted Post-Closing Reorganization, (B) constituting a capital contribution by a Loan Party of Equity Interests
of Foreign Subsidiaries that are not Loan Parties or (C) otherwise in an aggregate amount at any time outstanding not to exceed
the greater of (1) $150,000,000 and (2) 5.0% of consolidated total assets (determined at the time any such Investment is made);


 


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


 


(e)          Guarantees
permitted by Section 7.02;


 


(f)          the
Closing Date Acquisition;


 


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


 


(h)          Investments
arising out of Indebtedness permitted under Section 7.02(g);


 


(i)          Investments
existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 5.08(c);


 


(j)          Permitted
Acquisitions; and


 


(k)          other
Investments made after the Closing Date, the amount of which at any time outstanding shall not exceed the greater of (i) $100,000,000
and (ii) 3.5% of consolidated total assets (determined at the time any such Investment is made).


 


7.04         Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that, so long as no Default exists or would result therefrom:


 


(a)          any
Restricted Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person,
or (ii) any one or more other Restricted Subsidiaries, provided that when any wholly-owned Restricted Subsidiary is merging
with another Restricted Subsidiary, a wholly-owned Restricted Subsidiary shall be the continuing or surviving Person;


 




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(b)          any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to
another Loan Party (other than the Company);


 


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


 


(d)          in
connection with any acquisition permitted under Section 7.03 or a Disposition permitted pursuant to Section 7.05,
any Borrower or any Restricted Subsidiary of the Company may merge into or consolidate with any other Person or permit any other
Person to merge into or consolidate with it; provided that (i) in the case of a Permitted Acquisition, such Borrower or
such Restricted Subsidiary (or a replacement Restricted Subsidiary, in the case of a reverse triangular merger), as the case may
be, shall be the Person surviving such merger, (ii) no Borrower or Restricted Subsidiary may merge with or into an Unrestricted
Subsidiary and (iii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party
is the surviving Person;


 


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


 


(f)          any
Subsidiary that has net assets with a fair market value not in excess of $1,000,000 may be dissolved or liquidated.


 


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


 


(a)          Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;


 


(b)          Dispositions
of inventory in the ordinary course of business;


 


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


 


(d)          (i)
Dispositions of property by the Company or any Restricted Subsidiary to the Company or to a wholly-owned Restricted Subsidiary;
provided that if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party (except to
the extent such Disposition consists solely of Equity Interests in a Foreign Subsidiary of such transferring Loan Party that is
not a Loan Party); (ii) Dispositions of property by any Loan Party (other than the




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Company) to the Company
or to another Loan Party (other than the Company); and (iii) Dispositions between or among non-Borrower Restricted Subsidiaries;


 


(e)          Dispositions
constituting Investments permitted by Section 7.03 and Restricted Payments permitted by Section 7.06;


 


(f)          Dispositions
of property acquired by the Company or any Restricted Subsidiary in a Permitted Acquisition (other than, for the avoidance of doubt,
the Closing Date Acquisition) not in excess of $25,000,000 in the aggregate (other than property used solely in connection with
line of business substantially different from those lines of business conducted by the Company and its Restricted Subsidiaries
on the date hereof or any business substantially related or incidental thereto, for which there shall be no limit); provided
that after giving effect to such Permitted Acquisition and such related Disposition, the Company or such Restricted Subsidiary
is in compliance with Section 7.07;


 


(g)          Dispositions
by the Company and any Restricted Subsidiary as required by any regulatory authority or in connection with compliance with any
antitrust Laws in connection with the Closing Date Acquisition or any Permitted Acquisition;


 


(h)          Dispositions
by the Company and its Restricted Subsidiaries of property pursuant to Sale and Leaseback Transactions, provided that the
book value of all property so Disposed of shall not exceed $35,000,000 from and after the Closing Date;


 


(i)          Dispositions
in the nature of exclusive licenses of IP Rights not material (determined as of the date of the applicable license) to the business
of the Company and its Restricted Subsidiaries;


 


(j)          Dispositions
by the Company and its Restricted Subsidiaries of accounts receivable arising in the ordinary course of business which are overdue
or payable by a distressed company in connection with the compromise or collection thereof;


 


(k)          Dispositions
of bankruptcy claims of customers of the Company or any Subsidiary;


 


(l)          Dispositions
by Borrowers and their Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the
time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of
all property Disposed of in reliance on this clause (l) in any fiscal year shall not exceed the greater of (x) $75,000,000
and (y) 3.0% of consolidated total assets, measured as of the end of the preceding fiscal year, in any fiscal year of the Company;


 


(m)          Dispositions
in the ordinary course of business by the Company and its Subsidiaries of accounts and notes receivable or bankers’ acceptances
relating thereto for accounts generated from customers located in China and other jurisdictions in the Pacific Rim region;


 


(n)          intercompany
Dispositions by the Company or a Restricted Subsidiary to the Company or a Restricted Subsidiary pursuant to the Permitted Post-Closing
Reorganization; and


 




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(o)          the
unwinding of obligations with respect to Swap Contracts permitted hereunder.


 


7.06         Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation to do so, except that:


 


(a)          each
Restricted Subsidiary may make Restricted Payments (i) to the Company, any Subsidiaries of the Company that are Guarantors and
any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings
of the type of Equity Interest in respect of which such Restricted Payment is being made and (ii) so long as no Default then exists
or would result therefrom, to the Company and/or any other Restricted Subsidiary pursuant to the Permitted Post-Closing Reorganization;


 


(b)          the
Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common
stock or other common Equity Interests of such Person;


 


(c)          the
Company and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Equity Interests with the proceeds received
from the substantially concurrent issue of new Equity Interests other than Disqualified Equity Interests;


 


(d)          the
Company may make Restricted Payments so long as (i) no Default shall have occurred and be continuing or would result therefrom
and (ii) the aggregate amount of such Restricted Payments paid or made in any fiscal year would not exceed the greater of (x) $50,000,000
and (y) 20% of Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently
completed Measurement Period; and


 


(e)          any
other Restricted Payment may be made by the Company and its Restricted Subsidiaries so long as (i) no Default shall have occurred
and be continuing or would result therefrom and (ii) after giving pro forma effect thereto for the most recently ended Measurement
Period (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Net Leverage Ratio
is less than 2.00 to 1.00 at the time of such Restricted Payment.


 


7.07         Change
in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted
by the Company and its Restricted Subsidiaries on the date hereof or any business substantially related or incidental thereto.


 


7.08         Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course
of business, other than on fair and reasonable terms substantially as favorable to the Company or such Restricted Subsidiary as
would be obtainable by the Company or such Restricted Subsidiary at the time in a comparable arm’s length transaction with
a Person other than an Affiliate; provided that with respect to transactions between or among the Borrowers and any Restricted
Subsidiaries that are not Borrowers, such terms shall be no less favorable to the Borrowers than a comparable arm’s length
transaction, and provided further that the foregoing restrictions shall not apply to the following: (a) transactions among
Borrowers which are jointly and severally liable hereunder; (b) transactions among other Restricted Subsidiaries; and (c)
Restricted Payments expressly permitted by Section 7.06.


 




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7.09         Burdensome
Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document,
and other than any customary restrictions in any third-party financing agreement with respect to Indebtedness otherwise permitted
hereunder of a Foreign Subsidiary that is not a Loan Party (and which Indebtedness, except for Bilateral Foreign Loan Facilities,
is not Guaranteed by any Loan Party)) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments
to any Loan Party or to otherwise transfer property to any Loan Party, except for any agreement in effect (A) on the date hereof
and set forth on Schedule 7.09 or (B) at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Company,
so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company,
(ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Company or any Borrower or (iii) of the Company or any Restricted
Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that
this clause (iii) shall not prohibit (I) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted
under Section 7.02(e) or 7.02(f) solely to the extent any such negative pledge relates to the property financed by
or the subject of such Indebtedness; (II) any joint venture agreement entered into in the ordinary course of business to the extent
it prohibits the pledge or the equity of or assets held by such joint venture or to the extent it provides conditions to the making
of distributions by such joint venture; and (III) customary anti-assignment provisions in Contractual Obligations entered into
in the ordinary course of business; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted
to secure another obligation of such Person.


 


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


 


7.11         Financial
Covenants. (a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of
any fiscal quarter of the Company to be less than 3.00 to 1.00.


 


(b)          Consolidated
Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio at any time during any period of four fiscal quarters of the
Company set forth below to be greater than the ratio set forth below opposite such period:


 


	Four Fiscal Quarters
    Ending	 	Maximum

        Consolidated Net

        Leverage Ratio

	Closing Date through September 30, 2020	 	4.25 to 1.00
	December 31, 2020 through September 30, 2021	 	4.00 to 1.00
	December 31, 2021 through September 30, 2022	 	3.75 to 1.00
	December 31, 2022 and each fiscal quarter thereafter	 	3.50 to 1.00


 




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; provided that,
at the Company’s option, commencing with the fiscal quarter ending December 31, 2022, the maximum Consolidated Net Leverage
Ratio permitted by this Section may be increased to 3.75 to 1.00 (each such election, a “Consolidated Net Leverage Ratio
Increase”) for the four consecutive fiscal quarter ending dates (or such shorter time, as may be elected by the Company)
immediately following the consummation of an Acquisition by the Company or a Restricted Subsidiary where the aggregate consideration
(including the amount of any earnout or other post-closing payment reasonably estimated to be paid) exceeds $75,000,000; provided
further that, in any event (without regard to the making of more than one such Acquisition), the maximum Consolidated Net Leverage
Ratio permitted by this Section must return to 3.50 to 1.00 for the fiscal quarter ending immediately following the period in which
there is a Consolidated Net Leverage Ratio Increase.


 


7.12         Amendments
of Organization Documents. Amend any of its Organization Documents, except amendments that would not reasonably be expected
to be material and adverse to the interests of the Lenders.


 


7.13         Accounting
Changes. Make any change in (a) accounting policies or reporting practices, except as (i) required by GAAP or the rules of
the SEC, (ii) recommended by the Company’s auditors and disclosed to the Lenders or (iii) agreed to by the Company’s
auditors and not material, or (b) the fiscal year of the Company.


 


7.14         Prepayments,
Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of, any subordinated Indebtedness.


 


7.15         Amendment,
Etc. of Related Documents. (a) Cancel or terminate any Related Document or consent to or accept any cancellation or termination
thereof, (b) amend, modify or change in any manner any term or condition of any Related Document or give any consent, waiver or
approval thereunder, except for such amendments, modifications, changes, consents or approvals that are either consented to by
the Administrative Agent or would not reasonably be expected to be materially adverse to the interests of the Lenders.


 


7.16         Designation
of Senior Debt. Designate any Indebtedness (other than the Obligations) of the Company or any of its Restricted Subsidiaries
as “Designated Senior Debt” (or any similar term) under, and as defined in, any subordinated Indebtedness and
documents evidencing or governing any subordinated Indebtedness.


 


7.17         Sale
and Leaseback Transactions. Enter into any Sale and Leaseback Transaction except as set forth in Section 7.05(h).


 


7.18         Sanctions.
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual
or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of


 




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Sanctions, or in any
other manner that will result in a violation by any individual or entity (including any individual or entity participating in the
transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.


 


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


 


ARTICLE
VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01         Events
of Default. Any of the following shall constitute an Event of Default:


 


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


 


(b)          Specific
Covenants. The Company or any Borrower fails to perform or observe any term, covenant or agreement contained in any of Section
6.01(a) or (b), 6.02(b), 6.03(a) or (b), 6.05(a), 6.11 or Article VII; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days;
or


 


(d)          Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect (or, with respect to representations and warranties modified by materiality
standards, in any respect) when made or deemed made; or


 


(e)          Cross-Default.
(i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder
and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount,
or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or


 




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beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior
to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided
that this clause (e)(i)(B) 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, if such sale or transfer is permitted hereunder; or (ii) there occurs
under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary
thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted
Subsidiary as a result thereof is greater than the Threshold Amount; or


 


(f)          Insolvency
Proceedings, Etc. Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, if constituting
a single Restricted Subsidiary, would be a Significant Subsidiary) institutes or consents to the institution of any proceeding
under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment
of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property or files a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990)
or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction
with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990); or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and, in
the case of any appointments outside of the Netherlands, the appointment continues undischarged or unstayed for 60 calendar days;
or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and, in the case of any proceedings instituted outside of the Netherlands, continues undismissed
or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; provided that in the case of any insolvency
proceedings in the Netherlands, no grace period is applicable, other than in the case of any frivolous or vexatious petitions for
which a grace period of 15 calendar days applies; or


 


(g)          Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, if
constituting a single Restricted Subsidiary, would be a Significant Subsidiary) becomes unable or admits in writing its inability
or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or


 


(h)          Judgments.
There is entered against any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, if constituting
a single Restricted Subsidiary, would be a Significant Subsidiary) (i) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount


 




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(to the extent not
covered by third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) such judgment
is not paid by the applicable Loan Party or Significant Subsidiary, or (B) there is a period of 10 consecutive Business Days during
which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


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


 


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


 


(k)          Change
of Control. There occurs any Change of Control; or


 


(l)          Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any
reason (other than pursuant to the terms thereof or due to the actions or inactions of the Administrative Agent) cease to create
a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on any material amount of the Collateral
purported to be covered thereby.


 


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


 


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


 


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


 


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


 




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


 


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


 


8.03         Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections
2.17 and 2.18, be applied by the Administrative Agent in the following order:


 


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


 


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


 


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


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under
Bilateral Foreign Loan Facilities, Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders,
the L/C Issuer, the Bilateral Foreign Facility Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective
amounts described in this clause Fourth held by them;


 


Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections
2.03 and 2.17; and


 




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


 


Subject to Sections 2.03(c) and
2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.


 


Notwithstanding the foregoing, Obligations
arising under (a) Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described
above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative
Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be and (b) Bilateral Foreign Loan Facilities
shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together
with such supporting documentation as the Administrative Agent may request, from the Company and/or the Bilateral Foreign Facility
Lender. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the
preceding sentence, and each Bilateral Foreign Facility Lender for which the Company and the Bilateral Foreign Facility Lender
has given such notice, shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to
the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE
IX

ADMINISTRATIVE AGENT


 


9.01         Appointment
and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf
as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and the Company shall not have rights as a third party beneficiary of
any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom,
and is intended to create or reflect only an administrative relationship between contracting parties.


 


(b)          The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders
(including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably
appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together
with such powers and discretion as are


 




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reasonably incidental
thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral
(or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction
of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X
(including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


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


 


9.03         Exculpatory
Provisions.


 


(a)          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:


 


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


 


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


 


(iii)        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 any Loan Party or any of its Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 




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(b)          The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final
and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a Lender or the L/C Issuer.


 


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


 


(d)          The
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or
enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality
of the foregoing, the Administrative Agent shall not ‎(x) be obligated to ascertain, monitor
or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution
or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential
information, to any ‎Disqualified Institution.‎


 


9.04         Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice
to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 




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


 


9.06         Resignation
of Administrative Agent.


 


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


 


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


 


(c)          With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender


 




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and the L/C Issuer
directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided
in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative
Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Company a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed
Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring
or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any
of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent
or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection
with transferring the agency to any successor Administrative Agent.


 


(d)          Any
resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation
as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges
and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Company
of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting
Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters
of Credit.


 


9.07         Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into


 




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


 


9.08         No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents,
Documentation Agents or other similar titles or roles listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.


 


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


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i),
2.09 and 10.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making
of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.09 and 10.04.


 


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


 




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The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant
to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles
that are used to consummate such purchase).  In connection with any such bid (i) the Administrative Agent shall be authorized
to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition
vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the
Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by
the Required Lenders contained in clauses (a) through (k) of Section 10.01 of this Agreement, and (iii) to the extent that
Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another
bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit
bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the
Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned
to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle
to take any further action.


 


9.10         Collateral
and Guaranty Matters. Without limiting the provision of Section 9.09, the Lenders (including in its capacities as a
potential Cash Management Bank, a potential Hedge Bank and a potential Bilateral Foreign Facility Lender) and the L/C Issuer irrevocably
authorize the Administrative Agent, at its option and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B)
Other Secured Obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which
other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or otherwise
disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder
or under any other Loan Document to a Person that is not a Loan Party, (iii) that


 




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constitutes Excluded
Assets, or (iv) if approved, authorized or ratified in writing in accordance with Section 10.01;


 


(b)          to
release any Guarantor from its obligations under the Guaranty and other Loan Documents if such Person either (i) ceases to be a
Restricted Subsidiary as a result of a transaction permitted under the Loan Documents or (ii) is not otherwise required to be a
Guarantor pursuant to the provisions of the Loan Documents (including by ceasing to be a Material Domestic Subsidiary or a Material
Foreign Subsidiary); and


 


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


 


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


 


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


 


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


 




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payment of, or that
other satisfactory arrangements have been made with respect to Obligations arising under Secured Cash Management Agreements, Secured
Hedge Agreements or Bilateral Foreign Loan Facilities upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management
Agreements, Secured Hedge Agreements and Bilateral Foreign Loan Facilities). Each Cash Management Bank, Hedge Bank and Bilateral
Foreign Facility Lender acknowledges and agrees that the Liens and Guarantees under the Loan Documents shall be released at such
time as the Obligations, excluding those under the Secured Cash Management Agreements, Secured Hedge Agreements and Bilateral Foreign
Loan Facilities, are repaid in full.


 


9.12         Certain
ERISA Matters.


 


(a)          
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at
least one of the following is and will be true:


 


(i)          such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments or this Agreement,


 


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


 


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


 




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(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 either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with 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 not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(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 hereto or thereto).


 


ARTICLE
X

MISCELLAneous


 


10.01         Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (excluding Fee Letters), and no consent
to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall:


 


(a)          waive
any condition set forth in Section 4.01 (other than Section 4.01(g)) without the written consent of each Lender;


 


(b)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any scheduled payment (excluding, for the avoidance of doubt, mandatory
prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan
Document without the written consent of each Lender entitled to such payment;


 


(d)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required
Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers
to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or
to reduce any fee payable hereunder;


 




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(e)          change
(i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender or (ii) the order of application of any prepayment of Loans among the Facilities from the application thereof set
forth in the applicable provisions of Section 2.05(b), in any manner that materially and adversely affects the Lenders
under a Facility without the written consent of (i) if such Facility is the U.S. Term Facility, the Required U.S. Term Lenders,
(ii) if such Facility is the Euro Term Facility, the Required Euro Term Lenders and (iii) if such Facility is the Revolving
Credit Facility, the Required Revolving Lenders;


 


(f)          amend
(i) Section 1.06 or the definition of “Alternative Currency” without the written consent of each Revolving Credit
Lender or (ii) Section 2.15(b) to reduce the number or percentage of Lenders required to consent thereunder without the
consent of each Lender that would otherwise be required to consent thereunder;


 


(g)          change
(i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(g)), without the
written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” “Required U.S. Term Lenders,”
or “Required Euro Term Lenders” without the written consent of each Lender under the applicable Facility;


 


(h)          release
all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly set forth
herein during a Collateral Release Period), without the written consent of each Lender;


 


(i)          release
all or substantially all of (i) the value of the Guaranty of all Guarantors, taken as a whole, without the written consent of each
Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which
case such release may be made by the Administrative Agent acting alone) or (ii) the value of the Company’s guaranty of the
Obligations owing by the Dutch Borrower or any other Designated Borrower under the Loan Documents, without the written consent
of each Lender; or


 


(j)          impose
any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without
the written consent of (i) if such Facility is the U.S. Term Facility, the Required U.S. Term Lenders, (ii) if such Facility is
the Euro Term Facility, the Required Euro Term Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required
Revolving Lenders;


 


and provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by such Swing Line Lender in addition
to the Lenders required above, affect the rights or duties of any Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or


 




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any other Loan Document; and (iv) each
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any
Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.


 


Notwithstanding any provision herein to
the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the
Company (1) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions
of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably
(or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents
with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (2) in
connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders,
the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by
the Required Lenders or by any other number, percentage or class of Lenders hereunder.


 


Notwithstanding
the foregoing, the Administrative Agent and the Company may amend this Agreement to cure any
ambiguity, inconsistency or manifest error without the consent of any other party hereto.


 


10.02         Notices;
Effectiveness; Electronic Communications. (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)          if
to any Loan Party, the Administrative Agent, the L/C Issuer or either Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.02; and


 


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


 


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


 




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communications sent by facsimile shall
be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered
through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection
(b).


 


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


 


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


 


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


 




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negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any
Borrower, any Loan Party, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages).


 


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


 


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


 


10.03         No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


 




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Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 


10.04         Expenses;
Indemnity; Damage Waiver. (a) Costs and Expenses. The Company shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates (limited, in the case of legal fees and expenses, to the reasonable fees,
disbursements and other charges of (A) one primary counsel to the Administrative Agent, (B) one reasonably necessary firm of special
and/or regulatory counsel to the Administrative Agent, and (C) one firm of local counsel to the Administrative Agent in each applicable
jurisdiction (including each jurisdiction of each Foreign Obligor)) in connection with the syndication of the credit facilities
provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Lender or the L/C Issuer (including the fees, charges
and disbursements of any counsel for the Administrative Agent, any Arranger, any Lender or the L/C Issuer), in connection with
the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights
under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided
that for purposes of this clause (iii), legal fees and expenses shall be limited to the reasonable fees, disbursements and
other charges of one primary counsel, one local counsel in each relevant jurisdiction (including each jurisdiction of each Foreign
Obligor), one specialty counsel for each relevant specialty and, in the case where an actual or imminent conflict exists and the
relevant Person notifies you in advance in writing of the conflict and engages separate counsel, one additional conflicts counsel
for all such similarly situated Persons.


 




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(b)          Indemnification
by the Company. Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Arranger
and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any Person (including the Company or any other Loan Party) other than such Indemnitee and its Related Parties arising out of,
in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials at, on, under
or emanating from any property owned, leased or operated by the Company or any of its Subsidiaries, or any Environmental Liability
related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Company or any of its Subsidiaries, or any of their respective directors, shareholders or creditors, and regardless
of whether any Indemnitee is a party thereto (collectively, the “Indemnified Liabilities”; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such Indemnified Liabilities (A) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) such Indemnitee’s gross
negligence, bad faith or willful misconduct or (y) such Indemnitee’s material breach of its obligations under this Agreement
or under any other Loan Document or (B) result solely from a proceeding between or among Indemnitees, other than any claims against
any Arranger, the Administrative Agent, any Swing Line Lender or the L/C Issuer in its respective capacity as such under the Facilities,
and other than any claims arising out of any act or omission on the part of any Loan Party or their respective Subsidiaries or
Affiliates (including the Target and its Subsidiaries and Affiliates), or any of their respective officers, directors, employees,
agents, advisors or other representatives; provided, further, that in the case of legal expenses, the obligations
of the Borrowers under this Section 10.04(b) shall be limited to the reasonable fees, disbursements and other charges of
one primary counsel, one local counsel in each relevant jurisdiction (including each jurisdiction of each Foreign Obligor), one
specialty counsel for each relevant specialty and, in the case where an actual or imminent conflict exists and the relevant Indemnitee
notifies the Company in advance in writing of the conflict and engages separate counsel, one additional conflicts counsel for all
such similarly situated Indemnitees. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)          Reimbursement
by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, either Swing
Line


 




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Lender or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C
Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total
Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender),
such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent), the L/C Issuer or such Swing Line Lender in its capacity as such, or against any Related Party of
any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or such Swing Line Lender in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)          Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the Borrowers shall assert, and each
of the foregoing hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. To the fullest
extent permitted by applicable law, no Borrower shall have any liability under this Agreement or any Loan Document, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided
that this sentence shall not limit the Borrowers’ indemnity or reimbursement obligation to the extent such special, indirect,
consequential or punitive damages are included in any third party claim in connection with which an Indemnitee is otherwise entitled
to indemnification thereunder. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the
use by others of any information or other materials distributed to such party 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 other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee
as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 


(f)          Survival.
The agreements in this Section and the indemnity provision of Section 10.02(e) shall survive the resignation of the Administrative
Agent, the L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


 




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10.05         Payments
Set Aside. To the extent that any payment by or on behalf of a Borrower is made to the Administrative Agent, the L/C Issuer
or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and
the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any
amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.


 


10.06         Successors
and Assigns. (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of the Administrative Agent and each Lender (provided that any such assignment or deemed assignment solely as a result of
redomestication of a Borrower from one state or jurisdiction of organization within the United States to another state or jurisdiction
of organization within the United States shall require consent of the Administrative Agent only) and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b),
(ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by
any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided
in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case with respect
to any Facility) any such assignment shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 




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(A)         In
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the
Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds
(determined after giving effect to such Assignments) that equal at least the amount specified in paragraph (b)(i)(B) of
this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


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


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not (A) apply to either Swing Line Lender’s rights and obligations in respect of its Swing Line Loans or (B) prohibit
any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:


 


(A)         the
consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided that the Company shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof; and
provided, further, that the Company’s consent shall not be required during the primary syndication of the Facilities;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments
in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person that is not
a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with




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respect to
such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)         the
consent of the L/C Issuer and each Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)         No
Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company,
investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


(vii)       Subject
to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and,


 




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in the case
of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment;
provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Upon request, the Borrowers (at the expense of the Company) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.


 


(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and
the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations
to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or a Borrower or any Borrower’s Affiliates or Subsidiaries) (each,
a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing
Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall
be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrowers agree that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender


 




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and had acquired its
interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A)
agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of
this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05,
with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled
to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the
Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request
and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect
to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters
of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b),
Bank of America or BAMLI DAC, as applicable, may, (i) upon 30 days’ notice to the Company and the Lenders, resign as L/C
Issuer and/or (ii) upon 30 days’ notice to the Company, resign as one or more Swing Line Lenders. In the event of any such
resignation as L/C Issuer or a Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C
Issuer or applicable Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any
such successor shall affect the resignation of Bank of America or BAMLI DAC, as applicable, as L/C Issuer or Swing Line Lender,
as the case may


 




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be. If Bank of America
resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c)). If Bank of America or BAMLI DAC resigns as a Swing Line Lender, it shall retain all the rights
of such Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a)
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer
or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America
to effectively assume the obligations of Bank of America with respect to such Letters of Credit.


 


(g)          Disqualified
Institutions. (i) No assignment shall be made to any Person that was a Disqualified Institution as of the date (the “Trade
Date”) on which the applicable Lender entered into a binding agreement to sell and assign all or a portion of its rights
and obligations under this Agreement to such Person (unless the Company has consented to such assignment as otherwise contemplated
by this Section 10.06, in which case such Person will not be considered a Disqualified Institution for the purpose of such
assignment). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the applicable
Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred
to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from
becoming a Lender and (y) the execution by the Company of an Assignment and Assumption with respect to such assignee will not by
itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause
(g)(i) shall not be void, but the other provisions of this clause (g) shall apply.


 


(ii)         If
any assignment is made to any Disqualified Institution without the Company’s prior consent in violation of clause (i) above,
the Company may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative
Agent, (A) terminate any Revolving Credit Commitment of such Disqualified Institution and repay all obligations of the Borrowers
owing to such Disqualified Institution in connection with such Revolving Credit Commitment, (B) in the case of outstanding Term
Loans held by Disqualified Institutions, prepay such Term Loan by paying the lesser of (x) the principal amount thereof and (y)
the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees
and all other amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents and/or (C) require
such Disqualified Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in this Section 10.06), all of its interest, rights and obligations under this Agreement and related Loan Documents to
an Eligible Assignee that shall assume such obligations at the lesser of (x) the principal amount thereof and (y) the amount that
such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued
fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided
that (i) the Borrowers shall have paid


 




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to the Administrative
Agent the assignment fee (if any) specified in Section 10.06(b), (ii) such assignment does not conflict with applicable
Laws and (iii) in the case of clause (B), the Borrowers shall not use the proceeds from any Loans to prepay Term Loans held by
Disqualified Institutions.


 


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


 


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


 


(h)          Buybacks.
Notwithstanding anything in this Agreement to the contrary, any Term Lender may, at any time, assign all or a portion of its Term
Loans to a Borrower, the Company or a Subsidiary of the Company in accordance with the procedures set forth on Appendix A,
pursuant to an offer made available to all Term Lenders on a pro rata basis (a “Dutch Auction”) or on a non-pro
rata basis through open-market purchases, in each case, subject to the following limitations:


 


(i)          if
a Borrower or any of their respective Subsidiaries is the assignee, immediately and automatically, without any further action on
the part of the Borrowers, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment
of Term Loans from a Term Lender to such Person, such Term Loans and all rights and obligations as a Term Lender related thereto
shall, for all purposes under this Agreement, the other Credit Documents and otherwise, be deemed to be irrevocably prepaid, terminated,
extinguished, cancelled and of no further force and effect and such


 




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Person shall
neither obtain nor have any rights as a Term Lender hereunder or under the other Loan Documents by virtue of such assignment;


 


(ii)         no
proceeds of any Revolving Credit Loan or Swing Line Loan shall be used for any such assignment;


 


(iii)        no
Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to such assignment;
and


 


(iv)        The
Company and each Borrower shall, as of the date of the launch of the Dutch Auction, if applicable, and on the date of any such
assignment, either (A) represent (the “MNPI Representation”) to the Administrative Agent and the Term Lenders
that it does not have any material non-public information (“MNPI”) with respect to any Loan Party or any of
their respective Subsidiaries that (1) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI
with respect to the Borrowers, the Company or any of its Subsidiaries) prior to such time and (2) in such Person’s good faith
determination could reasonably be expected to have a material effect upon (x) a Term Lender’s decision to assign all or a
portion of its Term Loans to the Borrowers or the Company or (y) the market price of the Term Loans or (B) disclose to the relevant
Lenders that it is not making such MNPI Representation.


 


10.07         Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates,
its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required
or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16
or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments
are to be made by reference to any Borrower and its obligations, this Agreement or payments hereunder (it being understood that
the DQ List may be disclosed to any assignee, or prospective assignee, in reliance on this clause (f), (g) on a confidential basis
to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company or (i) 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, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the


 




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Borrowers. In addition,
the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement, in
a manner consistent with United States federal securities Laws, to market data collectors, similar service providers to the lending
industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement,
the other Loan Documents, and the Commitments.


 


For purposes of this
Section, “Information” means all information received from any Loan Party or any Subsidiary relating to any
Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary, provided
that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
Federal and state securities Laws.


 


10.08         Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held
and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party
may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the
branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders,
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer
and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Company
and the Administrative Agent promptly after any such setoff and application,


 




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provided that
the failure to give such notice shall not affect the validity of such setoff and application.


 


10.09         Interest
Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company.
In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 


10.10         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement,
and the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the
L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.


 


10.11         Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof
and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender,
regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.


 


10.12         Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions. The


 




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invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting
the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement
relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent,
the L/C Issuer or either Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited.


 


10.13         Replacement
of Lenders. If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender
is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Company the right
to replace a Lender as a party hereto, then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to
payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:


 


(a)          the
Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified
in Section 10.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company
or applicable Designated Borrower (in the case of all other amounts);


 


(c)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)          such
assignment does not conflict with applicable Laws; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


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


 


10.14         Governing
Law; Jurisdiction; Etc. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND


 




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THEREBY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IF THE DUTCH BORROWER, IS REPRESENTED BY AN ATTORNEY IN
CONNECTION WITH THE SIGNING AND/OR EXECUTION OF THIS AGREEMENT (INCLUDING BY WAY OF ACCESSION TO THIS AGREEMENT) OR ANY OTHER AGREEMENT,
DEED OR DOCUMENT REFERRED TO IN OR MADE PURSUANT TO THIS AGREEMENT, IT IS HEREBY EXPRESSLY ACKNOWLEDGED AND ACCEPTED BY THE OTHER
PARTIES TO THIS AGREEMENT THAT THE EXISTENCE AND EXTENT OF THE ATTORNEY'S AUTHORITY AND THE EFFECTS OF THE ATTORNEY'S EXERCISE
OR PURPORTED EXERCISE OF HIS OR HER AUTHORITY SHALL BE GOVERNED BY THE LAWS OF THE NETHERLANDS.


 


(a)          SUBMISSION
TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING
OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT,
ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE COMPANY OR ANY BORROWER OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(b)          WAIVER
OF VENUE. EACH OF THE COMPANY AND EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 




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(c)          SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW


 


10.15         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


10.16         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and
agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement
provided by the Administrative Agent, the Arrangers, and the Lenders are arm’s-length commercial transactions between the
Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers, and the Lenders, on the
other hand, (B) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders
each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been,
is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their respective Affiliates, or any
other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Borrowers or any of
their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders, and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers or any of their
respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of
such interests to the Borrowers or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers
hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 




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10.17         Electronic
Execution of Assignments and Certain Other Documents. The words “execution,” “execute”, “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 Committed
Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, signatures delivered
in portable document format (PDF), 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.


 


10.18         USA
PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Lender) hereby notifies the Company that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party
and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance
with the Act. The Company 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” an anti-money laundering rules and regulations, including the Act.


 


10.19         Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative
Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative
Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of
the Agreement Currency so purchased is greater than the sum originally due to the


 




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Administrative Agent
or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).


 


10.20         Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial
Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer
that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender or L/C Issuer 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.


 


10.21       Amendment
and Extension Transactions.


 


(a)           The
Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”)
of the maturity date of any Class of Loans and Commitments to the extended maturity date specified in such notice. Such notice
shall (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to
the Extension (which, unless otherwise agreed to by the Administrative Agent, shall be in minimum increments of $1,000,000 and
a minimum amount of $50,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall
be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or
shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving
Credit Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an
“Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms
and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative
Agent and the Company. If the aggregate principal amount of Revolving Credit Commitments or Term Loans in respect of which Lenders
shall have accepted the relevant Extension Offer shall exceed the maximum


 




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aggregate principal
amount of Revolving Credit Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension
notice, then the Revolving Credit Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended
ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such
Extension Offer.


 


(b)          The
following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred
and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties
set forth in Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material
respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in
all respects) on and as of the effective date of such Extension, (iii) the L/C Issuer and the Swing Line Lenders shall have consented
to any Extension of the Revolving Credit Commitments, to the extent that such Extension provides for the issuance or extension
of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extended Revolving
Credit Commitments and Extended Term Loans shall comply with paragraph (c) of this Section.


 


(c)          The
terms of each Extension shall be determined by the Borrowers and the applicable extending Lenders and set forth in an Extension
Amendment; provided that (i) the final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan shall
be no earlier than the applicable Maturity Date for the extended Facility, (ii)(A) there shall be no scheduled amortization of
the loans or reductions of commitments under any Extended Revolving Credit Commitments and (B) the average life to maturity of
the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans of such Facility,
(iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security
with the existing Revolving Loans and the existing Term Loans and the borrower and guarantors of the Extended Revolving Credit
Commitments or Extended Term Loans, as applicable, shall be the same as the Borrowers and Guarantors with respect to the existing
Revolving Loans or Term Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium
applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall
be determined by the Borrowers and the applicable extending Lenders, (v)(A) the Extended Term Loans may participate on a pro rata
or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and
(B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Credit Commitments, and participation
in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Loans or Revolving Credit Commitments
(other than upon the maturity of the non-extended Revolving Loans and Revolving Credit Commitments) and (vi) the terms of the Extended
Revolving Credit Commitments or Extended Term Loans, as applicable, shall be substantially identical to the terms set forth herein
(except as set forth in clauses (i) through (v) above).


 


(d)          In
connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver
to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify
to evidence the Extension. The Administrative Agent shall promptly notify


 




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each Lender as to the effectiveness of each
Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and
the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company,
to implement the terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments
or Extended Term Loans as a new Class or tranche of Revolving Credit Commitments or Term Loans, as applicable, and such other
technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Company
in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the extended
and non-extended Classes or tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination
of the commitments under any Class or tranche), in each case on terms consistent with this Section.


 


(e)          Conflicting
Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


10.22     Release
and Reinstatement of Collateral.


 


(a)          Release.


 


(i)          Notwithstanding
anything to the contrary contained in this Agreement, any Loan Document or any other document executed in connection herewith,
if at any time (including after a Collateral Reinstatement Event shall have previously occurred) a Collateral Release Event shall
have occurred and be continuing, then all Collateral (other than Cash Collateral) and the Collateral Documents (other than Collateral
Documents Instruments entered into in connection with Cash Collateral) shall be released automatically and terminated without any
further action (a “Collateral Release”). In connection with the foregoing, the Administrative Agent shall (and
the Lenders hereby authorize the Administrative Agent to), at the Company’s request and at the Company’s sole cost
and expense, promptly execute and file in the appropriate location and deliver to the Loan Parties such termination and full or
partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary and reasonably
requested by the Company to release the liens to be released pursuant hereto promptly upon request during any such Collateral Release
Period.


 


(ii)         Subject
to the reinstatement provisions of Section 14 of the Security and Pledge Agreement, the Security and Pledge Agreement and
each joinder agreement to the Security and Pledge Agreement, all obligations of the Loan Parties thereunder and all Liens arising
under any other Loan Documents (excluding those Liens, obligations and liabilities that expressly survive the occurrence of a Collateral
Release Event, including, without limitation, Liens on Cash Collateral) shall terminate and all such Collateral shall be released
pursuant to any Collateral Release Event after the date hereof pursuant to Section 10.22(a)(i). Upon such termination of
the Security and Pledge Agreement and release of other Liens under the Loan Documents, the Administrative Agent shall, at the request
and sole expense of the Loan Parties, promptly deliver to the Loan Parties such termination statements and take such further actions
as the Loan Parties may reasonably


 




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request to
terminate of record, or otherwise to give appropriate notice of the termination of, any Lien conferred thereunder.


 


(iii)        Subject
to the reinstatement provisions of Section 14 of the Security and Pledge Agreement and any reinstatement provisions of any
other Loan Document, the Security and Pledge Agreement and each joinder agreement to the Security and Pledge Agreement and each
other Loan Document, and all obligations of the Loan Parties thereunder (excluding those obligations and liabilities that expressly
survive such termination) shall terminate without delivery of any instrument or performance of any act by any party on the Facility
Termination Date. Upon such termination of the Security and Pledge Agreement and other Loan Documents, the Administrative Agent
shall, at the request and sole expense of the Loan Parties, promptly deliver to the Loan Parties such termination statements and
take such further actions as the Loan Parties may reasonably request to terminate of record, or otherwise to give appropriate notice
of the termination of, any Lien conferred thereunder.


 


(iv)        Notwithstanding
anything to the contrary contained in this Agreement, any Loan Document or any other document executed in connection herewith,
if at any time assets that constitute Collateral or a Subsidiary that is a Loan Party is Disposed of in accordance with the provisions
hereof to a Person who is not a Loan Party or required to be a Loan Party hereunder, then such assets shall be released from the
Lien under the Loan Documents or, as applicable, such Subsidiary shall be released from its obligations under the Loan Documents
provided all other assets constituting Collateral shall remain subject to the Lien under the Loan Documents and all other
Loan Parties shall remain bound by all of their obligations under the Loan Documents. In connection with the foregoing, the Administrative
Agent shall (and the Lenders hereby authorize the Administrative Agent to), at the Company’s request and at the Company’s
sole cost and expense, promptly execute and file in the appropriate location and deliver to the Loan Parties such termination and
full or partial release statements or confirmation thereof, as applicable, and do such other things as are reasonably necessary
and reasonably requested by the Company to release the liens to be released pursuant hereto promptly upon request of the Company.


 


(b)          Reinstatement.
Notwithstanding clause (a) above, if at any time (including after the prior occurrence of a Collateral Release Event) a
Collateral Reinstatement Event shall occur, promptly thereafter all Collateral and Collateral Documents shall, at the Company’s
sole cost and expense, be reinstated and all actions reasonably necessary, or reasonably requested by the Administrative Agent,
to provide to the Administrative Agent for the benefit of the Secured Parties valid, perfected, first priority security interests
(subject to Permitted Liens) in the Collateral to the extent required by the Loan Documents and otherwise to satisfy the Collateral
and Guarantee Requirement (including without limitation the delivery of documentation and taking of actions of the type described
in the Collateral and Guaranty Requirement and Section 6.12) shall be taken within thirty (30) days of such event, which
period may be extended by the Administrative Agent in its sole discretion; provided that for the avoidance of doubt, the
provisions of this clause (b) shall not apply during the continuation of any Collateral Release Period.


 




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10.23         Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each
such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or
any other state of the United States):


 


(a)          In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


(b)          As
used in this Section 10.23, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b).


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	QUAKER CHEMICAL CORPORATION
	 	 	 
	 	By:	/s/ Mary Dean Hall
	 	Name:	Mary Dean Hall
	 	Title:	Vice President, Chief Financial
	 	 	Officer and Treasurer
	 	 	 
	 	Quaker Chemical B.V.
	 	 	 
	 	By:	/s/ Mary Dean Hall
	 	Name:	Mary Dean Hall
	 	Title:	Authorized Signatory


 


Quaker Chemical Corporation


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	 	bank of america, n.a., as
	 	Administrative Agent
	 	 	 
	 	By:	/s/ Elizabeth Uribe
	 	Name:	Elizabeth Uribe
	 	Title:	Assistant Vice President


 


Quaker Chemical Corporation


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	 	bank of america, n.a., as a Lender, L/C Issuer and U.S. Dollar Swing Line Lender
	 	 	 
	 	By:	/s/ Kevin Dobosz
	 	Name:	Kevin Dobosz
	 	Title:	Senior Vice President
	 	 	 
	 	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY, as Euro Swing Line Lender
	 	 	 
	 	By:	/s/ Michael Reynolds
	 	Name:	Michael Reynolds
	 	Title:	Vice President
	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	 	 	 
	 	By:	/s/ Marcus Tarkington
	 	Name:	Marcus Tarkington
	 	Title:	Director
	 	 	 
	 	By:	/s/ Mary Kay Coyle
	 	Name:	Mary Kay Coyle
	 	Title:	Managing Director


 


Quaker Chemical Corporation


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	 	CITIZENS bANK, N.A.
	 	 	 
	 	By:	/s/ William J. O’Meara
	 	Name:	William J. O’Meara
	 	Title:	Senior Vice President


 


Quaker Chemical Corporation


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	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Anthony Galea
	 	Name:	Anthony Galea
	 	Title:	Executive Director


 


Quaker Chemical Corporation


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	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Daniel V Borelli
	 	Name:	Daniel V Borelli
	 	Title:	Senior Vice President


 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Joseph J. DeMarco, Jr.
	 	Name:	Joseph J. DeMarco, Jr.
	 	Title:	S.V.P.


 


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	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Sean McChesney
	 	Name:	Sean McChesney
	 	Title:	Vice President


 


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	 	MUFG UNION BANK, N.A.
	 	 	 
	 	By:	/s/ Ravneet Mumick
	 	Name:	Ravneet Mumick
	 	Title:	Director


 


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	 	SANTANDER BANK, N.A.
	 	 	 
	 	By:	/s/ John M Smyth
	 	Name:	John M Smyth
	 	Title:	V.P.


 


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	 	TD BANK, N.A.
	 	 	 
	 	By:	/s/ Michele Dragonetti
	 	Name:	Michele Dragonetti
	 	Title:	Senior Vice President


 


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	 	BBVA USA
	 	 	 
	 	By:	/s/ Daniel Feldman
	 	Name:	Daniel Feldman
	 	Title:	Senior Vice President


 


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	 	BMO HARRIS BANK N.A.
	 	 	 
	 	By:	/s/ Jason Deegan
	 	Name:	Jason Deegan
	 	Title:	Vice President


 


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	 	BANK OF MONTREAL, LONDON BRANCH
	 	 	 
	 	By:	/s/ Tony Ebdon
	 	Name:	Tony Ebdon
	 	Title:	MD
	 	 	 
	 	By:	/s/ Scott Matthews
	 	Name:	Scott Matthews
	 	Title:	MD


 


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	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Richard Rizzo
	 	Name:	Richard Rizzo
	 	Title:	SVP


 


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	 	HSBC BANK USA, N.A.
	 	 	 
	 	By:	/s/ Matthew Sullivan
	 	Name:	Matthew Sullivan
	 	Title:	Vice President


 


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	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Mark Irey
	 	Name:	Mark Irey
	 	Title:	Vice President


 


Quaker Chemical Corporation


Credit Agreement

Signature Page