Exhibit 10.1


 


Execution Version


 


THIRD AMENDMENT TO
CREDIT AGREEMENT


 


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated as of August 7, 2019, is by and among Silicon Laboratories
Inc., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party hereto (collectively,
the “Guarantors”), the lenders identified on the signature pages hereto (each a “Lender”
and collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent
(in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement.


 


W I T N E S S E T
H


 


WHEREAS, the
Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto as lenders and Bank of America,
N.A., as the original administrative agent, are parties to that certain Credit Agreement dated as of July 31, 2012 (as amended
by that certain First Amendment to Credit Agreement, dated as of July 24, 2015, that certain Second Amendment to Credit Agreement,
dated as of February 27, 2017 and as may be further amended, modified, extended, restated, replaced, or supplemented from time
to time, the “Credit Agreement”);


 


WHEREAS, pursuant
to that certain Agency Resignation, Assignment and Acceptance Agreement, dated as of July 24, 2015, by and among Bank of America,
N.A., Wells Fargo Bank, National Association and the lenders party thereto, Wells Fargo Bank, National Association has replaced
Bank of America, N.A. as Administrative Agent;


 


WHEREAS, the
Loan Parties have requested that the Lenders amend certain provisions of the Credit Agreement; and


 


WHEREAS, the
Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


Article
I

AMENDMENTS TO CREDIT AGREEMENT


 


1.1             
Amendment to Credit Agreement. From and after the Third Amendment Effective Date (as hereinafter
defined), the Credit Agreement is amended to read in the form of the Credit Agreement attached hereto as Exhibit A to this
Amendment (the “Third Amended Credit Agreement”).


 


1.2             
Amendment to Schedules and Exhibits. Those certain Schedules and Exhibits attached as Exhibit
B to this Amendment shall replace the corresponding Schedules and Exhibits to the Credit Agreement. All other Schedules and
Exhibits to the Credit Agreement shall not be modified or otherwise affected.


 






     


     


    

 


Article
II

REVOLVING COMMITMENTS; DEPARTING LENDER


 


2.1             
Revolving Credit Commitments. Each of the parties hereto agrees that, after giving effect to this
Amendment, the revised Revolving Commitment of each Lender (as of the Third Amendment Effective Date) shall be as set forth on
Annex A attached hereto.  In connection with this Amendment, the outstanding Revolving Loans shall be repaid in full on the
Third Amendment Effective Date (on a ratable basis in accordance with the Credit Agreement), and Revolving Loans shall be made
(and Applicable Percentages of Swing Line Loans and L/C Obligations (if any) shall be reallocated) on the Third Amendment Effective
Date such that, after giving effect to increases to this Amendment, each Lender will hold Revolving Loans and Applicable Percentages
based on its Revolving Commitment (after giving effect to this Amendment and the increases in Revolving Commitments contemplated
hereby) as set forth on Annex A attached hereto.  The Company shall be responsible for any costs arising under Section 3.05
of the Credit Agreement resulting from such reallocation and repayments.


 


2.2             
Departing Lender. Upon the effectiveness of this Amendment, (a) the Commitment of Regions Bank
(the “Departing Lender”) under the Credit Agreement shall be terminated and (b) the Departing Lender shall
no longer be a Lender under the Credit Agreement.


 


Article
III

CONDITIONS TO EFFECTIVENESS


 


3.1             
Closing Conditions. This Amendment shall become effective as of the day and year set forth above
(the “Third Amendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case,
in form and substance reasonably acceptable to the Administrative Agent):


 


(a)            
Executed Amendment. The Administrative Agent shall have received a copy of this Amendment duly executed by
each of the Loan Parties, the Lenders and the Administrative Agent.


 


(b)            
Default. After giving effect to this Amendment, no Default or Event of Default shall exist.


 


(c)            
Fees and Expenses. All fees and expenses (including, without limitation, all fees and expenses owing pursuant
to the Fee Letter) due to Wells Fargo Securities, LLC, as left lead arranger, the Administrative Agent and certain Lenders required
to be paid on the Third Amendment Effective Date (including the fees and expenses of counsel for the Administrative Agent) shall
have been paid.


 


(d)            
Organization Documents, Resolutions, Legal Opinions, Etc. The Administrative Agent shall have received each
of the following in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)                
copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified
by a secretary or assistant secretary of such Loan Party to be true and correct as of the Third Amendment Effective Date;


 






    2


    


    

 


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


 


(iii)           
such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is
duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization
or formation; and


 


(iv)            
opinions of counsel to the Loan Parties, dated as of the Third Amendment Effective Date, addressed to the Administrative
Agent and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Administrative Agent shall
reasonably request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative
Agent and the Lenders).


 


(e)            
Solvency Certificate. The Administrative Agent shall have received a certificate from the chief financial
officer of the Borrower (in form and substance reasonably satisfactory to the Administrative Agent) certifying that after giving
pro forma effect to each element of the transactions anticipated to occur on the Third Amendment Effective Date, the Loan Parties
and their Subsidiaries, taken as a whole, are Solvent.


 


(f)             
No Material Adverse Effect. Since December 31, 2018, there shall have 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.


 


(g)            
Patriot Act. The Administrative Agent and the Lenders shall have received, at least three (3) Business Days
prior to the Third Amendment Effective Date (to the extent requested by Administrative Agent on behalf of the Lenders in writing
at least five (5) Business Days prior to the Third Amendment Effective), a beneficial ownership form as required by 31 C.F.R. §
1010.230 (the “Beneficial Owner Certificate”) and all documentation and other information that the Lenders reasonably
determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including, without limitation, the Patriot Act.


 


(h)            
Departing Lender. The Departing Lender shall have received payment in full of all of the Obligations owing
to it under the Credit Agreement (other than contingent obligations owing to it under the Loan Documents).


 


(i)             
Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this
Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.




 






    3


    


    

 


Article
IV

MISCELLANEOUS


 


4.1             
0 Amended Terms. On and after the Third Amendment Effective Date, all references to the Credit
Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically
amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect
according to its terms.


 


4.2             
Representations and Warranties of Loan Parties. Each of the Loan Parties represents and warrants
as follows:


 


(a)            
It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


 


(b)           
This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and
binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally
and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in
equity).


 


(c)            
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.


 


(d)            
After giving effect to this Amendment, the representations and warranties set forth in Article VI of the Credit Agreement
are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).


 


(e)           
After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of
Default.


 


(f)            
The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the
Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms
of the Security Documents and prior to all Liens other than Permitted Liens.


 


(g)           
Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are
not subject to any offsets, defenses or counterclaims.


 


(h)           
As of the Third Amendment Effective Date, the information included in the Beneficial Owner Certificate is true and correct
in all material respects.




 






    4


    


    

 


4.3             
Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreement and acknowledges
and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible
for the observance and full performance of its respective Obligations.


 


4.4             
Loan Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.


 


4.5             
Expenses. The Borrower agrees to pay all reasonable, documented costs and expenses of the Administrative
Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable,
documented fees and expenses of the Administrative Agent’s legal counsel.


 


4.6             
Further Assurances. The Loan Parties agree to promptly take such action, upon the reasonable request
of the Administrative Agent, as is necessary to carry out the intent of this Amendment.


 


4.7             
Entirety. This Amendment and the other Loan Documents embody the entire agreement among the parties
hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.


 


4.8             
Counterparts; Telecopy. This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of
an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute
a representation that an original will be delivered.


 


4.9             
No Actions, Claims, Etc. As of the date hereof, each of the Loan Parties hereby acknowledges and
confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or
nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’
respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure
of such Persons to act under the Credit Agreement on or prior to the date hereof.


 


4.10         
GOVERNING LAW. THIS AMENDMENT 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 AMENDMENT OR ANY
OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






    5


    


    

 


4.11         
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


4.12         
Consent to Jurisdiction; Service of Process; Waiver of Venue; Waiver of Jury Trial. The jurisdiction,
service of process, waiver of venue and waiver of jury trial provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement
are hereby incorporated by reference, mutatis mutandis.


 


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LEFT BLANK]


 






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    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT



    

 


IN WITNESS WHEREOF
the parties hereto have caused this Amendment to be duly executed on the date first above written.


 


	BORROWER:	SILICON LABORATORIES INC.,
	 	a Delaware corporation
	 	 
	 	By: 	/s/ John C. Hollister	 
	 	Name:	John C. Hollister
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 
	GUARANTORS:	SILICON LABORATORIES TECHNOLOGY, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ John C. Hollister	 
	 	Name:  	John C. Hollister
	 	Title:  	President
	 	 	 
	 	SILICON LABS SPECTRA, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ John C. Hollister	 
	 	Name:  	John C. Hollister
	 	Title:  	President
	 	 	 
	 	SILICON LABS EMBER, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ John C. Hollister	 
	 	Name:  	John C. Hollister
	 	Title:  	President




 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


	ADMINISTRATIVE AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as a Lender and as Administrative Agent 
	 	 	 
	 	By:	/s/ Brooke Correa	 
	 	Name:   	Brooke Correa
	 	Title:	Managing Director




 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


	LENDERS:	Citibank, N.A, 
	 	as a Lender
	 	 	 
	 	By:	/s/ Stuart Darby	 
	 	Name:  	Stuart Darby
	 	Title:  	Senior Vice President




 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


	LENDERS:	BANK OF AMERICA, N.A., 
	 	as a Lender
	 	 	 
	 	By:	/s/ Adam Rose	 
	 	Name:  	Adam Rose
	 	Title:	SVP







 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


	LENDERS:	Brank Banking and Trust Company, 
	 	as a Lender
	 	 	 
	 	By:	/s/ Jim Wright	 
	 	Name: 	Jim Wright
	 	Title:  	Vice President




 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


	LENDERS:	Comerica Bank, 
	 	as a Lender
	 	 	 
	 	By:	/s/ L. J. Perenyi	 
	 	Name:  	L. J. Perenyi
	 	Title:	Vice President




 






     


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 





		Regions Bank,
		as Departing Lender
		 	 
		By:	/s/ Derek
                                         Miller	 
		Name:	Derek Miller
		Title:	Director



 






     


     


    

 





Exhibit A


 


[see attached]




 






     


     


    








 


Published CUSIP Number:
82705JAD6


82705JAE4


 


CREDIT AGREEMENT


 


Dated as of July 31, 2012


 


among


 


SILICON LABORATORIES INC.,


 


as the Borrower,


 


THE SUBSIDIARIES OF THE
BORROWER IDENTIFIED HEREIN,


 


as the Guarantors,


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


 


as Administrative Agent,
Swing Line Lender and L/C Issuer,


 


THE OTHER LENDERS PARTY
HERETO,


 


CITIBANK, N.A.,


 


as Syndication Agent,


 


BANK OF AMERICA, N.A.
and BRANCH BANKING AND TRUST COMPANY,


 


as Co-Documentation Agents


 


Arranged By:


 


WELLS FARGO SECURITIES
LLC


 


and


 


CITIBANK,
N.A.,


 


as Joint Lead Arrangers
and Joint Book Managers


 





 



 





As amended by that certain First Amendment to Credit Agreement, dated as of July 24, 2015, that certain Second Amendment to Credit Agreement, dated as of February 28, 2017 and that certain Third Amendment to Credit Agreement, dated as of August 7, 2019  






 









     


     


    

 


TABLE OF CONTENTS


 









	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	27
	1.03	Accounting Terms	28
	1.04	Rounding	29
	1.05	Times of Day	29
	1.06	Letter of Credit Amounts	29
	1.07	Limited Condition Acquisitions	29
	 	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	30
	 	 
	2.01	Revolving Loans and Term Loans	30
	2.02	Borrowings, Conversions and Continuations of Loans	34
	2.03	Letters of Credit	35
	2.04	Swing Line Loans	43
	2.05	Prepayments	45
	2.06	Voluntary Reduction of Commitments	46
	2.07	Repayment of Loans	47
	2.08	Interest	47
	2.09	Fees	48
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	49
	2.11	Evidence of Debt	49
	2.12	Payments Generally; Administrative Agent’s Clawback	50
	2.13	Sharing of Payments by Lenders	51
	2.14	Cash Collateral	52
	2.15	Defaulting Lenders	53
	 	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	55
	 	 
	3.01	Taxes	55
	3.02	Illegality	60
	3.03	Inability to Determine Rates	60
	3.04	Increased Costs	61
	3.05	Compensation for Losses	63
	3.06	Mitigation Obligations; Replacement of Lenders	63
	3.07	Survival	64
	 	 	 
	ARTICLE IV GUARANTY	64
	 	 
	4.01	The Guaranty	64
	4.02	Obligations Unconditional	64
	4.03	Reinstatement	65
	4.04	Certain Additional Waivers	65
	4.05	Remedies	66
	4.06	Rights of Contribution	66
	4.07	Guarantee of Payment; Continuing Guarantee	66
	 	 	 
	ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	66
	 	 
	5.01	Conditions of Initial Credit Extension	66
	5.02	Conditions to all Credit Extensions	68



 










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    SILICON LABORATORIES INC.
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	ARTICLE VI REPRESENTATIONS AND WARRANTIES	68
	 	 
	6.01	Existence, Qualification and Power	69
	6.02	Authorization; No Contravention	69
	6.03	Governmental Authorization; Other Consents	69
	6.04	Binding Effect	69
	6.05	Financial Statements; No Material Adverse Effect	69
	6.06	Litigation	70
	6.07	No Default	70
	6.08	Ownership of Property	70
	6.09	Environmental Compliance	71
	6.10	Insurance	71
	6.11	Taxes	72
	6.12	ERISA Compliance	72
	6.13	Subsidiaries	73
	6.14	Margin Regulations; Investment Company Act	73
	6.15	Disclosure	73
	6.16	Compliance with Laws	73
	6.17	Intellectual Property; Licenses, Etc.	74
	6.18	Solvency	74
	6.19	Perfection of Security Interests in the Collateral	74
	6.20	Business Locations; Taxpayer Identification Number	74
	6.21	Anti-Terrorism; Anti-Money Laundering	74
	 	 	 
	ARTICLE VII AFFIRMATIVE COVENANTS	75
	 	 
	7.01	Financial Statements	75
	7.02	Certificates; Other Information	76
	7.03	Notices	77
	7.04	Payment of Taxes	78
	7.05	Preservation of Existence, Etc.	78
	7.06	Maintenance of Properties	78
	7.07	Maintenance of Insurance	79
	7.08	Compliance with Laws	79
	7.09	Books and Records	79
	7.10	Inspection Rights	79
	7.11	Use of Proceeds	80
	7.12	ERISA Compliance	80
	7.13	Additional Guarantors	80
	7.14	Pledged Assets	80
	7.15	Beneficial Ownership	81
	 	 	 
	ARTICLE VIII NEGATIVE COVENANTS	81
	 	 
	8.01	Liens	81
	8.02	Investments	83
	8.03	Indebtedness	84
	8.04	Fundamental Changes	86
	8.05	Dispositions	86
	8.06	Restricted Payments	87
	8.07	Change in Nature of Business	88
	8.08	Transactions with Affiliates	88
	8.09	Burdensome Agreements	88
	8.10	Use of Proceeds	89
	8.11	Financial Covenants	89







 











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	8.12	Prepayment of Other Indebtedness, Etc.	89
	8.13	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	89
	8.14	Ownership of Subsidiaries	90
	8.15	Sale Leasebacks	90
	8.16	Recent Changes in Delaware Law	90
	 	 	 
	ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	90
	 	 
	9.01	Events of Default	90
	9.02	Remedies Upon Event of Default	92
	9.03	Application of Funds	93
	 	 	 
	ARTICLE X ADMINISTRATIVE AGENT	94
	 	 
	10.01	Appointment and Authority	94
	10.02	Rights as a Lender	95
	10.03	Exculpatory Provisions	95
	10.04	Reliance by Administrative Agent	96
	10.05	Delegation of Duties	96
	10.06	Resignation of Administrative Agent	96
	10.07	Non-Reliance on Administrative Agent and Other Lenders	98
	10.08	No Other Duties; Etc.	98
	10.09	Administrative Agent May File Proofs of Claim	98
	10.10	Collateral and Guaranty Matters	99
	10.11	Secured Cash Management Agreements and Secured Hedge Agreements	99
	 	 	 
	ARTICLE XI MISCELLANEOUS	100
	 	 
	11.01	Amendments, Etc.	100
	11.02	Notices; Effectiveness; Electronic Communications	101
	11.03	No Waiver; Cumulative Remedies; Enforcement	103
	11.04	Expenses; Indemnity; Damage Waiver	104
	11.05	Payments Set Aside	106
	11.06	Successors and Assigns	106
	11.07	Treatment of Certain Information; Confidentiality	111
	11.08	Rights of Setoff	111
	11.09	Interest Rate Limitation	112
	11.10	Counterparts; Integration; Effectiveness	112
	11.11	Survival of Representations and Warranties	112
	11.12	Severability	113
	11.13	Replacement of Lenders	113
	11.14	Governing Law; Jurisdiction; Etc.	114
	11.15	Waiver of Jury Trial	115
	11.16	No Advisory or Fiduciary Responsibility	115
	11.17	Electronic Execution of Assignments and Certain Other Documents	116
	11.18	PATRIOT Act Notice	116
	11.19	ENTIRE AGREEMENT	116
	11.20	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	116
	11.21	Certain ERISA Matters	117
	11.22	Acknowledgement Regarding Any Supported QFCS	118





 






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    SILICON LABORATORIES INC.
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	SCHEDULES	 
	 	 	 
	2.01	Commitments and Applicable Percentages	 
	6.10	Insurance	 
	6.13	Subsidiaries	 
	6.17	IP Rights	 
	6.20(a)	Locations of Real Property	 
	6.20(b)	Locations of Tangible Personal Property	 
	6.20(c)	Location of Chief Executive Office, Taxpayer Identification Number, Etc.	 
	6.20(d)	Changes in Legal Name, State of Formation and Structure	 
	8.01	Liens Existing on the Closing Date	 
	8.02	Investments Existing on the Closing Date	 
	8.03	Indebtedness Existing on the Closing Date	 
	11.02	Certain Addresses for Notices	 
	 	 	 
	EXHIBITS	 
	 	 	 
	1.01	Form of Secured Party Designation Notice	 
	2.02	Form of Loan Notice	 
	2.04	Form of Swing Line Loan Notice	 
	2.11(a)	Form of Note	 
	3.01	Forms of U.S. Tax Compliance Certificates	 
	7.02	Form of Compliance Certificate	 
	7.13	Form of Joinder Agreement	 
	11.06(b)	Form of Assignment and Assumption	 
	11.06(b)(iv)	Form of Administrative Questionnaire	 










 






    iv


     


    





 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of July 31, 2012 among SILICON LABORATORIES INC., a Delaware corporation (the “Borrower”),
the Guarantors (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
Swing Line Lender and L/C Issuer.


 


The Borrower has requested
that the Lenders provide $400,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do
so on the terms and conditions set forth herein.


 


The Borrower has requested
that Wells Fargo Bank, National Association replace Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer
as of the First Amendment Effective Date (defined 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”,
by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either
(a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority
of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person.


 


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


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
11.02 or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or any
other form approved by the Administrative Agent.


 


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


 


“Aggregate
Revolving Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving
Commitments in effect on the Third Amendment Effective Date is $400,000,000.


 


“Agreement”
means this Credit Agreement, as amended, modified, extended, restated or supplemented from time to time.


 






     


    
SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT



    

 


“Applicable
Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment
at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such
Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans
and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the
Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, and (b) with respect to such Lender’s
portion of any outstanding Incremental Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding
principal amount of such Incremental Term Loan held by such Lender at such time. The initial Applicable Percentage of each Lender
as of the Third Amendment Effective Date 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. The Applicable Percentages shall be subject
to adjustment as provided in Section 2.15.


 


“Applicable
Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b):


 


	Pricing

 Tier	Consolidated 

Leverage Ratio	Commitment 

Fee	Letters of 

Credit	Eurodollar Rate

 Loans	Base Rate 

Loans
	1	< 1.00 to 1.0	0.150%	1.00%	1.00%	0.00%
	2	> 1.00 to 1.0 but < 1.50 to 1.0	0.175%	1.25%	1.25%	0.25%
	3	> 1.50 to 1.0 but < 3.50 to 1.0	0.200%	1.50%	1.50%	0.50%
	4	> 3.50 to 1.0	0.250%	1.75%	1.75%	0.75%


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(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 Lenders, Pricing Tier 4 shall apply as of the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered
in accordance with Section 7.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated
Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Third Amendment Effective Date
through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to
Section 7.02(b) for the first full fiscal quarter ending after the Third Amendment Effective Date shall be determined based
upon Pricing Tier 3.


 


“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.


 






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“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 11.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit 11.06(b) or any other form (including electronic documentation generated by MarkitClear or other electronic
platform) approved by the Administrative Agent and the Borrower.


 


“Attributable
Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of
any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital
lease, (c) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into
account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment
and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate
implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of
the Borrower and its Subsidiaries for such fiscal year, including the notes thereto.


 


“Availability
Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest
of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and
(c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 9.02.


 


“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.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate” and (c)
the Eurodollar Base Rate plus 1.0%. The “prime rate” is a rate set by Wells Fargo based upon various factors
including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate”
announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.
Notwithstanding the foregoing, in no event shall the Base Rate be less than 0%.


 


“Base Rate
Loan” means a Loan that bears interest based on the Base Rate.


 


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


 


“BHC Act Affiliate”
has the meaning specified in Section 11.22(b)(i).


 






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


 


“Borrower
Materials” has the meaning specified in Section 7.02.


 


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


 


“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 is located and, if such day relates
to any Eurodollar Rate Loan or any Base Rate Loan bearing interest at a rate based on the Eurodollar Base Rate, means any such
day that is also a London Banking Day.


 


“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 the
Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations,
cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other
credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C
Issuer. “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, as at any date, (1) with respect to the Borrower or any of its Subsidiaries:
(a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not
more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit
of (i) any Lender, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof
or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each case with maturities of not more than 366 days from the date of acquisition, (c) commercial paper and variable or
fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
equivalent thereof) or better by Moody's and maturing within twelve months of the date of acquisition, (d) repurchase
agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities
dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the
United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and
having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and
(e) (i) investments, classified in accordance with GAAP as current assets, in money market investment programs
registered under the Investment Company Act of 1940 which are administered by financial institutions having capital of at
least $500,000,000, and (ii) other investments in debt securities made in compliance with the Borrower’s Investment
Policy dated July 19, 2012 (as amended from time to time in accordance with its terms) that are classified in accordance with
GAAP as current assets, and (2) with respect to any Foreign Subsidiary: (a) obligations of the national government of
the country where such Foreign Subsidiary is organized or any other country that is a member of the Organisation for Economic
Co-operation and Development, in each case maturing within one year after the date of investment therein,
(b) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized
and existing under the laws of the country where such Foreign Subsidiary is organized or the laws of a country that is a
member of the Organisation for Economic Co-operation and Development, and whose short-term commercial paper rating from
S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank
being an "Approved Foreign Bank"), and in each case with maturities of not more than 366 days from the date
of acquisition and (c) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank.


 






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“Cash Management
Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services,
including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards),
funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services and other cash management services.


 


“Cash Management
Bank” means any Lender (or Affiliate of a Lender) that is a party to a Cash Management Agreement with a Loan Party.


 


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


 


“Change of
Control” means an event or series of events by which: 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 Equity Interests 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 30% or more of the Equity Interests of the Borrower entitled
to vote for members of the board of directors or equivalent governing body of the Borrower 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).


 


“Closing Date”
means July 31, 2012.


 


“Collateral”
means a collective reference to all property with respect to which Liens in favor of the Administrative Agent, for the benefit
of itself and the other holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of
the Collateral Documents.


 


“Collateral
Documents” means a collective reference to the Security Agreement and other security documents as may be executed and
delivered by any Loan Party pursuant to the terms of Section 7.14 or any of the Loan Documents.


 


“Commitment”
means, as to each Lender, the Revolving Commitment of such Lender and/or the Incremental Term Loan Commitment of such Lender.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit 7.02.


 






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    SILICON LABORATORIES INC.
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“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 period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus (a) the following to the extent deducted (other than with respect to clause (xi)) in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and
foreign income taxes payable for such period, (iii) depreciation and amortization expense for such period, (iv) to the extent not
capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the closing of this
Agreement, to the extent such fees and expenses are incurred prior to September 14, 2012, (v) to the extent not capitalized, the
reasonable and documented fees and expenses incurred during such period in connection with the refinancing of the existing term
loans under this Agreement, to the extent such fees and expenses are incurred prior to September 30, 2015, (vi) to the extent not
capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the issuance of any
Permitted Convertible Indebtedness, (vii) to the extent not capitalized, the reasonable and documented fees and expenses incurred
during such period in connection with the second amendment of this Agreement, to the extent such fees and expenses are incurred
prior to April 14, 2017, (viii) to the extent not capitalized, the reasonable and documented fees and expenses incurred during
such period in connection with the third amendment of this Agreement, to the extent such fees and expenses are incurred prior to
September 18, 2019, (ix) non-cash stock compensation expense, non-cash impairments of assets and intangibles and other non-cash
charges (excluding write-downs of accounts receivable and any other non-cash expense to the extent it represents an accrual of
or a reserve for cash expenses in any future period), (x) non-cash purchase accounting adjustments (including markups of inventory,
expensed through cost-of-goods sold) in connection with Permitted Acquisitions to the extent required or permitted by GAAP and
(xi) the amount of restructuring and/or integration expenses and anticipated “run rate” cost savings and synergies
projected by the Borrower in good faith to be realized within twelve (12) months of the actions taken (which restructuring and/or
integration expenses and cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on
a pro forma basis as though such restructuring and/or integration expenses and cost savings and synergies had been realized on
the first day of such period), net of the amount of actual benefits realized from such actions provided that (A) such restructuring
and/or integration expenses and cost savings and synergies are reasonably identifiable and quantifiable and (B) the aggregate amount
permitted to be added back pursuant to this clause (xi) during any four consecutive fiscal quarter period shall not exceed 20%
of Consolidated EBITDA (calculated prior to giving effect to such add back) minus (b) without duplication, the following
to the extent included in calculating Consolidated Net Income: non-cash income or gains for such period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a
consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money, whether current or long-term
(including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d)
all obligations in respect of the deferred purchase price of property or services (other than trade and intercompany accounts
payable in the ordinary course of business and all earn-out obligations to the extent such earn-out obligations are not
required to be shown as a liability on the balance sheet of the Borrower and its Subsidiaries); (e) all Attributable
Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity
Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case
of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above
of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or
joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party
or any Subsidiary is a general partner or joint venturer, to the extent that Indebtedness is recourse to such
Person. Notwithstanding anything to the contrary contained herein, Consolidated Funded Indebtedness shall not include
post-closing purchase price adjustments.


 






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    SILICON LABORATORIES INC.
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“Consolidated
Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal
to 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, plus (b) the portion of rent expense with respect to such period under capital
leases that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations
with respect to such period.


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently
completed four fiscal quarters to (b) the cash portion of Consolidated Interest Charges for the most recently completed four fiscal
quarters.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.


 


“Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income (excluding
extraordinary gains) for that period.


 


“Consolidated
Total Assets” means, as of any date of determination, the total assets of the Borrower and its Subsidiaries on a consolidated
basis.


 


“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.


 


“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. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled
by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary
voting power for the election of directors, managing general partners or the equivalent.


 


“Covered Entity”
has the meaning specified in Section 11.22(b)(ii).


 


“Covered Party”
has the meaning specified in Section 11.22.


 


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


 


“Debt Issuance”
means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.


 






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


 


“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 Eurodollar 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, in each case to the fullest extent permitted by applicable
Laws and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 


“Default Right”
has the meaning specified in Section 11.22(b)(iii).


 


“Defaulting
Lender” means, subject to Section 2.15(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 Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, 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 Borrower, 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 Borrower, to confirm in writing
to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder
(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other
state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in
that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, 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 2.15(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 Borrower, the L/C Issuer,
the Swing Line Lender and each other Lender promptly following such determination.


 






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“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party
or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Recovery Event.


 


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


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of
Columbia.


 


“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.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v)
(subject to such consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Environmental
Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or legally binding governmental
restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment,
including those related to hazardous substances or wastes, air emissions and discharges of waste to public systems.


 


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


 


“Equity
Interests” means, 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; provided, however, that Permitted Convertible Indebtedness shall not constitute Equity Interests.


 






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    SILICON LABORATORIES INC.
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“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 Borrower within the meaning of Section
414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions
relating to Section 412 of the Internal Revenue Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower 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 Borrower or any 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 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension 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 is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA or (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 Borrower or any ERISA Affiliate.


 


“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.


 


“Eurodollar
Base Rate” means:


 


(a)               
for any interest rate calculation with respect to a Eurodollar Rate Loan, the rate of interest per annum determined on the
basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period which the ICE Benchmark Administration
(or any successor administrator of Eurodollar Base Rates) fixes as its Eurodollar Base Rate at approximately 11:00 a.m. (London
time) two (2) London Banking Days prior to the first day of the applicable Interest Period. If, for any reason, such rate is not
available, then the Eurodollar Base Rate shall be determined by the Administrative Agent to be the arithmetic average of the rate
per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative
Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period
for a period equal to such Interest Period; and


 


(b)                for
any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the
rate for deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of
such interest rate) which the ICE Benchmark Administration (or any successor administrator of Eurodollar Base Rates) fixes as
its Eurodollar Base Rate at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a
Business Day, then the immediately preceding Business Day. If, for any reason, such rate is not available, then the
Eurodollar Base Rate for such Base Rate Loan shall be determined by the Administrative Agent to be the arithmetic average of
the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the
Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month
commencing on such date of determination.


 






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Each calculation by
the Administrative Agent of Eurodollar Base Rate or Eurodollar Rate shall be conclusive and binding for all purposes, absent manifest
error.


 


Notwithstanding the
foregoing, (a) in no event shall the Eurodollar Base Rate (including, without limitation, any Replacement Rate with respect thereto)
be less than 0% and (b) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section
3.03(b), in the event that a Replacement Rate with respect to the Eurodollar Base Rate is implemented then all references herein
to the Eurodollar Base Rate shall be deemed references to such Replacement Rate.


 


“Eurodollar
Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, subject to the implementation of a Replacement
Rate in accordance with Section 3.03(b), a rate per annum determined by the Administrative Agent to be equal to the quotient
obtained by dividing (a) the Eurodollar Base Rate for such Eurodollar Rate Loan for such Interest Period by (b) one minus
the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period.


 


“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Base
Rate.”


 


“Eurodollar
Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining
the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar
Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.


 


“Event of
Default” has the meaning specified in Section 9.01.


 


“Excluded
Equity Issuance” means (a) any issuance by the Borrower or any of its Subsidiaries of its Equity Interests pursuant to
the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity
securities, (b) any issuance by the Borrower or any of its Subsidiaries of options or warrants relating to its Equity Interests,
and (c) the issuance of Equity Interests by the Borrower or the grant of options, warrants or other rights to receive Equity
Interests in the Borrower to officers, directors and employees pursuant to employee benefit or incentive plans or other similar
arrangements.


 


“Excluded
Property” means, with respect to any Loan Party, (a) any owned or leased real property, (b) any IP Rights for
which a perfected Lien thereon is not effected by filing of a Uniform Commercial Code financing statement, (c) unless
requested by the Administrative Agent or the Required Lenders, any personal property (other than personal property described
in clause (b) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code,
(d) the Equity Interests of any Foreign Subsidiary or Foreign Subsidiary Holding Company to the extent not required to be
pledged to secure the Obligations pursuant to Section 7.14(a), (e) any property which, subject to the terms of Section
8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant to documents which prohibit such Loan
Party from granting any other Liens in such property, (f) cash and Cash Equivalents which, subject to the terms of Section
8.09, are subject to a Lien permitted by Section 8.01(e) or 8.01(f) pursuant to documents which prohibit
such Loan Party from granting any other Liens in such cash and Cash Equivalents. Other assets shall be deemed to be
"Excluded Property" if the Administrative Agent and the Borrower agree in writing that the cost, burden or
consequences of obtaining or perfecting a security interest in such assets is excessive in relation to the value of such
assets as Collateral.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in
effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the
extent that, pursuant to Section 3.01(a)(ii) or 3.01(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.


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof and any intergovernmental agreements with respect thereto.


 


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


 


“Fee Letter”
means the letter agreement, dated as of July 12, 2019, between the Borrower, Administrative Agent and Wells Fargo Securities, LLC.


 


“First Amendment
Effective Date” means July 24, 2015.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a
Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. 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 Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 






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“Foreign Subsidiary
Holding Company” means, as of any time of determination, a Domestic Subsidiary that at such time (a) holds Equity Interests
of one or more Foreign Subsidiaries, (b) conducts no business or financial operations, (c) has no material Indebtedness, (d) holds
no assets other than assets incidental to the ownership of such Equity Interests of such Foreign Subsidiaries, and (e) has no Liens
on any of its assets.


 


“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 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 Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than
Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance
with the terms hereof.


 


“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.


 


“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, consistently applied and as in effect from time to time.


 


“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, (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. 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.


 






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    SILICON LABORATORIES INC.
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“Guarantors”
means, collectively, (a) each Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature pages
hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.13 or otherwise, (c) with respect to obligations
under any Secured Hedge Agreement and obligations under any Secured Cash Management Agreement, the Borrower, and (d) the successors
and permitted assigns of the foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant
to Article IV.


 


“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 because of their hazardous, dangerous or deleterious properties or characteristics.


 


“Hedge Bank”
means any Lender (or Affiliate of a Lender) that is a party to a Swap Contract with a Loan Party.


 


“Honor Date”
has the meaning set forth in Section 2.03(c).


 


“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.


 


“Immaterial
Domestic Subsidiary” means, at any time, a Domestic Subsidiary of the Borrower that (a) as of the last day of the fiscal
quarter of the Borrower most recently ended for which financial statements are available, did not have Consolidated Total Assets
in excess of (i) 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter for
any one Immaterial Domestic Subsidiary and (ii) 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the
end of such fiscal quarter for all Immaterial Domestic Subsidiaries (that are not Guarantors) in the aggregate; and (b) for the
period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, did
not have consolidated revenues attributable to such Domestic Subsidiary (exclusive of intercompany revenues) in excess of (i) 5%
of the consolidated revenues of the Borrower and its Subsidiaries for such period for any one Immaterial Domestic Subsidiary and
(ii) 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarter for all Immaterial
Domestic Subsidiaries (that are not Guarantors) in the aggregate.


 


“Immaterial
Foreign Subsidiary” means, at any time, a Foreign Subsidiary that (a) as of the last day of the fiscal quarter of the
Borrower most recently ended for which financial statements are available, did not have Consolidated Total Assets in excess of
(i) 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter for any one Immaterial
Foreign Subsidiary and (ii) 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal
quarter for all Immaterial Foreign Subsidiaries in the aggregate; and (b) for the period of four consecutive fiscal quarters of
the Borrower most recently ended for which financial statements are available, did not have consolidated revenues attributable
to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of (i) 5% of the consolidated revenues of the Borrower
and its Subsidiaries for such period for any one Immaterial Foreign Subsidiary and (ii) 10% of the consolidated revenues of the
Borrower and its Subsidiaries at the end of such fiscal quarter for all Immaterial Foreign Subsidiaries in the aggregate.


 






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“Increased
Amount Date” has the meaning specified in Section 2.01(c).


 


“Incremental
Lender” has the meaning specified in Section 2.01(c).


 


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


 


“Incremental
Loan Commitments” has the meaning specified in Section 2.01(c).


 


“Incremental
Revolving Commitment” has the meaning specified in Section 2.01(c).


 


“Incremental
Revolving Increase” has the meaning specified in Section 2.01(c).


 


“Incremental
Term Loan” has the meaning specified in Section 2.01(c).


 


“Incremental
Term Loan Commitment” has the meaning specified in Section 2.01(c).


 


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


 


(b)               
the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments;


 


(c)               
the Swap Termination Value of any Swap Contract;


 


(d)               
all obligations to pay the deferred purchase price of property or services (other than trade and intercompany accounts payable
in the ordinary course of business and all earn-out obligations to the extent such earn-out obligations are not required to be
shown as a liability on the balance sheet of such Person);


 


(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;


 


(g)               
all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect
of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred
interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;


 


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


 


(i)                
all Indebtedness of the types referred to in clauses (a) through (h) above 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 joint venturer,
to the extent such Indebtedness is recourse to such Person.


 






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“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.


 


“Indemnitees”
has the meaning specified in Section 11.04(b).


 


“Information”
has the meaning specified in Section 11.07.


 


“Interest
Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such Interest Period until the last day of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business
Day of each March, June, September and December and the Maturity Date.


 


“Interest
Period” means, as to each Eurodollar Rate Loan, (a) on and as of the First Amendment Effective Date, the period commencing
on the First Amendment Effective Date and ending on August 28, 2015, and (b) thereafter, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three,
six or, subject to availability, twelve months thereafter, as selected by the Borrower in its Loan Notice; provided that:


 


(a)               
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 such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day;


 


(b)               
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and


 


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


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986.


 


“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 equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person, or (c) an Acquisition. 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 Investment.


 


“IP Rights”
has the meaning specified in Section 6.17.


 


“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).


 






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    SILICON LABORATORIES INC.
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“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 Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 7.13 executed and delivered by a Domestic Subsidiary in accordance
with the provisions of Section 7.13.


 


“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 of,
and agreements with, any Governmental Authority, in each case whether or not having the force of law.


 


“LCA Election”
has the meaning specified in Section 1.07.


 


“LCA Test
Date” has the meaning specified in 1.07.


 


“L/C Advance”
means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


“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 Borrowing of Revolving Loans.


 


“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 Wells Fargo 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 1.06. 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 Joinder
Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered
in connection with Section 2.01(c).


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and their successors and assigns and, unless the context requires otherwise,
includes the Swing Line Lender.


 


“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 Borrower and the Administrative Agent.


 


“Letter of
Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a
presentation thereunder.


 






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“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 (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 $25,000,000. The Letter of Credit Sublimit is part of, and not in addition
to, the Aggregate Revolving Commitments.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, 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, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Limited Condition
Acquisition” means any Permitted Acquisition or any other Investment in any assets, business or Person permitted pursuant
to Section 8.02, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third
party financing.


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents and the Fee Letter.


 


“Loan Notice”
means a notice of (a) a Borrowing of Revolving Loans or an Incremental Term Loan, (b) a conversion of Loans from one Type to the
other, or (c) a continuation of Eurodollar Rate Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall
be substantially in the form of Exhibit 2.02.


 


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


 


“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
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b)
a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under any Loan Document
to which they are parties; 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.


 


“Maturity
Date” means August 7, 2024; provided, however, that, if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.


 






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    SILICON LABORATORIES INC.
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“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
103% 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
2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 103% 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.


 


“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 Borrower 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 Borrower 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.


 


“Net Cash
Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect
of any Disposition, Debt Issuance or Recovery Event, net of (a) direct costs incurred in connection therewith (including, without
limitation, legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or payable as a result of such
Disposition, Debt Issuance or Recovery Event including, without limitation, any taxes paid in connection with the disposition of
Net Cash Proceeds and (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness
secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood
that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or
other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance
or Recovery Event; provided, however, that “Net Cash Proceeds” shall not include (i) amounts resulting
from any Dispositions and Recovery Events until they aggregate $5,000,000 in any fiscal year and (ii) proceeds from business interruption
insurance.


 


“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 11.01 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.


 


“Note”
has the meaning specified in Section 2.11(a).


 


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


 


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


 






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    SILICON LABORATORIES INC.
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“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 Document).


 


“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 any Loans on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations
on any date, the 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 Borrower of Unreimbursed Amounts.


 


“Participant”
has the meaning specified in Section 11.06(d).


 


“Participant
Register” has the meaning specified in Section 11.06(d).


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding
Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of
the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is
maintained or is contributed to by the Borrower 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 Internal Revenue Code.


 








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    SILICON LABORATORIES INC.
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“Permitted
Acquisition” means any Acquisition by the Borrower or any Subsidiary so long as:


 


(a)               
the business or Person acquired is in the same or a similar or complementary line of business (or any reasonable extensions
or expansions thereof);


 


(b)               
no Default exists immediately prior to and immediately after giving effect to any such Acquisition;


 


(c)               
the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material
respects (or, if such representation or warranty is itself qualified by materiality or Material Adverse Effect, it shall be true
and correct in all respects as drafted) at and as if made as of the date of such Acquisition (after giving effect thereto) except
to the extent such representations and warranties expressly relate to an earlier date;


 


(d)               
[reserved];


 


(e)               
in the case of the Acquisition of any Person, the board of directors (or comparable governing body) of such Person shall
have duly approved such Acquisition;


 


(f)                
if such transaction involves the purchase of an interest in a partnership between the Borrower or any Subsidiary as a general
partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such Equity
Interests acquired by a corporate holding company directly or indirectly wholly owned by the Borrower or such Subsidiary newly
formed for the sole purpose of effecting such transaction; and


 


(g)               
the Borrower shall have delivered to the Administrative Agent financial statements of the Person being acquired or the Person
from whom the business is being acquired for its most recent fiscal year and a Pro Forma Compliance Certificate demonstrating that,
upon giving effect to such Acquisition on a Pro Forma Basis, the Consolidated Leverage Ratio shall not exceed the level set forth
in Section 8.11(a) and that the Borrower would be in compliance with the other financial covenant set forth in Section
8.11(b) as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements.


 


“Permitted
Convertible Indebtedness” means senior, unsecured Indebtedness of the Borrower that is permitted under Section 8.03
and is convertible into shares of common stock of the Borrower (or other securities or property following a merger event, reclassification
or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference
to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares
of common stock of the Borrower.


 


“Permitted
Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such
time pursuant to the terms of Section 8.01.


 






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    SILICON LABORATORIES INC.
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“Permitted
Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of obsolete
machinery and equipment of the Borrower and its Subsidiaries that are Disposed of in the ordinary course of business; (c)
Dispositions of property to the Borrower or any Subsidiary; provided, that if the transferor of such property is a
Loan Party then the transferee thereof must be a Loan Party; (d) Dispositions of accounts receivable in connection with the
collection or compromise thereof; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any
material respect with the business of the Borrower and its Subsidiaries; (f) the sale or disposition of Cash Equivalents for
fair market value, (g) the abandonment or sale of intellectual property that is, in the reasonable judgment of Loan Parties,
no longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of the Loan
Parties taken as a whole, (h) to the extent constituting Dispositions, Investments made in compliance with Section
8.02, (i) to the extent consisting of a Disposition, the creation or granting of a Permitted Lien and (j) the transfer by
any Loan Party to a Foreign Subsidiary of foreign IP Rights acquired in connection with any Permitted Acquisition made after
the Closing Date, to the extent such transfer is made for tax efficiency purposes.


 


“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), maintained for employees
of the Borrower or any Subsidiary or any such Plan to which the Borrower or any Subsidiary is required to contribute on behalf
of any of its employees.


 


“Platform”
has the meaning specified in Section 7.02.


 


“Pro Forma
Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in
Section 8.11 (including any calculation of such financial covenant(s) in accordance with any other Section of this Agreement),
such transaction shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the
date of such transaction for which financial statements were required to be delivered pursuant to Section 7.01(a) or 7.01(b).
In connection with the foregoing, (a) with respect to any Disposition or Recovery Event, (i) income statement and cash flow statement
items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period
occurring prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been
retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) in accordance with any defined
term set forth in Section 1.01, income statement and cash flow statement items attributable to the Person or property acquired
shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise
included in such income statement and cash flow statement items for the Borrower and its Subsidiaries in accordance with GAAP or
in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements
or other information reasonably satisfactory to the Administrative Agent and (ii) in accordance with any defined term set forth
in Section 1.01, any Indebtedness incurred or assumed by any Loan Party or any Subsidiary (including the Person or property
acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection
with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.


 


“Pro Forma
Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations
of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters
most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b)
after giving effect to the applicable transaction on a Pro Forma Basis.


 


“Public Lender”
has the meaning specified in Section 7.02.


 






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    SILICON LABORATORIES INC.
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“QFC”
has the meaning specified in Section 11.22(b)(iv).


 


“QFC Credit
Support” has the meaning specified in Section 9.27.


 


“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.


 


“Recovery
Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property
of any Loan Party or any Subsidiary.


 


“Register”
has the meaning specified in Section 11.06(c).


 


“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.


 


“Replacement
Rate” has the meaning specified in Section 3.03(b).


 


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


 


“Request for
Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a 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
Lenders” means, at any time, (a) if there are two or fewer Lenders, all Lenders and (b) if there are three or more Lenders,
at least three Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The
Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; 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.


 


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


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests of any Person, 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 Equity
Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person
thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment and including, in
any event, any cash paid upon conversion of any Permitted Convertible Indebtedness.


 






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    SILICON LABORATORIES INC.
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“Revolving
Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section
2.01, (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 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed
by such Lender pursuant to Section 2.01(c), 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 Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


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


 


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


 


“Sale and
Leaseback Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person
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.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government
(including those administered by OFAC), the European Union or Her Majesty’s Treasury.


 


“Sanctioned
Country” means any comprehensively embargoed country or territory in which U.S. citizens or Persons within the United
States are prohibited from engaging in any trade, financial, or investment transactions without authorization from OFAC, as amended
from time-to-time.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC,
the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury, (b) any
Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons
described in clauses (a) and (b); provided, that Sanctioned Person shall not include any Person with which the Borrower has been
specifically authorized to conduct business by any such sanctions authority.


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement between the any Loan Party and any Cash Management Bank; provided,
however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of
determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate
of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date
of determination.


 


“Secured
Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract permitted under Article
VII or VIII between any Loan Party and any Hedge Bank; provided that for any of the foregoing to be
included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable
Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured
Party Designation Notice to the Administrative Agent prior to such date of determination.


 






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    SILICON LABORATORIES INC.
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“Secured Leverage
Ratio” means, as of the date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date secured
by a Lien on any asset of a Loan Party or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the most recently
completed four fiscal quarters.


 


“Secured Party
Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit
1.01.


 


“Securitization
Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including
factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer,
or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights
to payment to a special purpose subsidiary or affiliate of such Person.


 


“Security
Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative
Agent for the benefit of the holders of the Obligations by each of the Loan Parties.


 


“Specified
LCA Transaction” means, with respect to any period, any Investment, sale, transfer or other disposition of assets, incurrence
or repayment of Indebtedness, Restricted Payment, subsidiary designation or other event that by the terms of the Loan Documents
requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma
Basis or after giving pro forma effect thereto.


 


“Solvent”
or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is
able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course
of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in
a business for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the property
of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present
fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 


“Subordinated
Indebtedness” means unsecured Indebtedness of a Loan Party which is expressly subordinated in right of payment to the
prior payment-in-full of the Obligations pursuant to a subordination agreement or other subordination provisions, and containing
such other payment terms, covenants, defaults and remedies, that are reasonably satisfactory to the Administrative Agent.


 


“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 Voting Stock is 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 Borrower.


 






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    SILICON LABORATORIES INC.
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“Supported
QFC” has the meaning specified in Section 11.22.


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“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
Lender” means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


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


 


“Swing Line
Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit 2.04.


 


“Swing Line
Sublimit” means an amount equal to $10,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate
Revolving Commitments.


 


“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 creating obligations that do not appear on the balance
sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of
such Person (without regard to accounting treatment).


 


“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.


 


“Third Amendment
Effective Date” means August 7, 2019.


 


“Threshold
Amount” means $15,000,000.


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time, the outstanding Loans
of such Lender at such time and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


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




 






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    SILICON LABORATORIES INC.
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“Type”
means, with respect to any Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


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


 


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


 


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


 


“U.S. Special
Resolution Regimes” has the meaning specified in Section 11.22.


 


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


 


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


 


“Wells Fargo”
means Wells Fargo Bank, National Association and its successors.


 


“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.


 


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)                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 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, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and 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 assets and properties, tangible and intangible, real and personal, including cash,
securities, accounts and contract rights.


 






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    SILICON LABORATORIES INC.
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(b)               
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.”


 


(c)               
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.


 


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, except as otherwise specifically prescribed herein.
Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial
covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the
outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.


 


(b)               
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required
under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP. 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 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)                Calculations.
Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section
8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis with respect to (i)
any Disposition of all of the Equity Interests of, or all or substantially all of the assets of, a Subsidiary, (ii) any
Disposition of a line of business or division of any Loan Party or Subsidiary, or (iii) any Permitted Acquisition, in each
case, occurring during the applicable period.


 






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1.04          
Rounding.


 


Any financial ratios
required to be maintained by the Borrower 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          
Times of Day.


 


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


 


1.06          
Letter of Credit Amounts.


 


Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be 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 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.


 


1.07          
Limited Condition Acquisitions.


 


Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or any other basket
based on Consolidated EBITDA, or determining other compliance with this Agreement (including the determination of compliance
with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would
result therefrom, but excluding determination of compliance with Section 5.02 in accordance with the terms thereof) in
connection with a Specified LCA Transaction undertaken in connection with the consummation of a Limited Condition
Acquisition, the date of determination of such ratio or the amount or availability of any basket based on Consolidated
EBITDA, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or
other applicable covenant shall, at the option of Borrower (Borrower’s election to exercise such option in connection
with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive
agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after
such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition
and the other Specified LCA Transactions to be entered into in connection therewith (including any incurrence of Indebtedness
and the use of proceeds thereof) as if they occurred at the beginning of the applicable test period ending prior to the LCA
Test Date, Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions,
such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are
exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower or
the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition
Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations
solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and
other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified
LCA Transactions. If Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any
subsequent calculation of any ratio or basket availability with respect to any other Specified LCA Transaction on or
following the relevant LCA Test Date and prior to the earlier of the date on which such prior Limited Condition Acquisition
is consummated or the date that the definitive agreement for such prior Limited Condition Acquisition is terminated or
expires without consummation of such prior Limited Condition Acquisition, any such ratio or basket shall be calculated on a
Pro Forma Basis assuming such prior Limited Condition Acquisition and other transactions in connection therewith (including
any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. Notwithstanding the foregoing, nothing
contained in this Section 1.07 shall modify the requirements contained in Section 5.02, except as stated explicitly
therein.




 






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ARTICLE
II



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01          
Revolving Loans and Incremental Loans.


 


(a)               
Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans
(each such loan, a “Revolving Loan”) to the Borrower in Dollars 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
Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not
exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to
the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05,
and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination
thereof, as further provided herein.


 


(b)               
[Reserved].


 


(c)               
Incremental Loans.


 


(i)                
At any time prior to the date that is six (6) months prior to the Maturity Date, the Borrower may by written notice to the
Administrative Agent elect to request the establishment of:


 


(A)             
one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term
Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”);
or


 


(B)              one
or more increases in the Aggregate Revolving Commitments (any such increase, an “Incremental Revolving
Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan
Commitments”) to make revolving credit loans under the revolving credit facility hereunder (any such increase, an
“Incremental Revolving Increase” and, together with the Incremental Term Loans, the “Incremental
Loans ”);


 






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provided that
(1) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence
thereof) exceed (i) the greater of $250,000,000 and 100% of Consolidated EBITDA for the most recently completed four fiscal quarters
for which financial statements have been delivered pursuant to Section 7.01(a) or (b) plus (ii) the maximum amount
of Incremental Loan Commitments that could be incurred without causing the Secured Leverage Ratio to exceed 3.25 to 1.00 at the
time of and after giving effect to the incurrence thereof (assuming any Incremental Revolving Increase is fully funded); provided,
that any Incremental Loan Commitments will first be counted against the basket contained in clause (1)(ii) above before being counted
against the basket set forth in clause (1)(i) above and (2) the total aggregate amount for each Incremental Loan Commitment
(and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $10,000,000 and in integral multiples
of $5,000,000 in excess thereof (or such other amounts as may be agreed by the Borrower and the Administrative Agent) or, if less,
the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased
Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be
a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower
may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to
the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”).
Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect
or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective
as of such Increased Amount Date; provided that:


 


(A)             
no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental
Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection
therewith (or, to the extent constituting an Incremental Term Loan to finance a Limited Condition Acquisition and agreed to by
the Lenders providing such Incremental Term Loan, the foregoing condition, other than with respect to the absence of an Event of
Default pursuant to Section 9.01(a), (f) or (g), shall be satisfied at the LCA Test Date related to such Limited Condition Acquisition);


 


(B)             
Subject to Section 1.07 in connection with an Incremental Term Loan to finance a Limited Condition Acquisition, the
Administrative Agent and the Lenders shall have received from the Borrower a Compliance Certificate demonstrating, in form and
substance reasonably satisfactory to the Administrative Agent, that (1) the Borrower is in compliance with the financial covenants
set forth in Section 8.11 and (2) the Consolidated Leverage Ratio will be less than the maximum Consolidated Leverage
Ratio in effect as of the end of the fiscal quarter during which the Increase Amount Date occurs pursuant to Section 8.11(a),
in each case based on the financial statements most recently delivered pursuant to Section 7.01(a) or 7.0.1(b),
as applicable, both before and after giving effect (on a Pro Forma Basis) to (x) any Incremental Loan Commitment, (y) the
making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment being deemed to be fully funded) and (z) any
Permitted Acquisition consummated in connection therewith;


 


(C)              each
of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to
the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which
case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date
with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is
made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date)
(or, to the extent constituting an Incremental Term Loan to finance a Limited Condition Acquisition, at the election of the
Lenders providing such Incremental Term Loan, the foregoing condition (i) shall apply on the LCA Test Date and (ii) with
respect to the funding date of any such Incremental Term Loan, may be limited to customary “specified”
representations and warranties with respect to the Borrower and its Subsidiaries);


 






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(D)             
the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries
(including Permitted Acquisitions);


 


(E)              
each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower
and shall be secured and guaranteed with the other Loans or extensions of credit hereunder on a pari passu basis;


 


(F)             
(1)             in the case of each Incremental Term Loan
(the terms of which shall be set forth in the relevant Lender Joinder Agreement):


 


(x)       such
Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders
making such Incremental Term Loan and the Borrower, but will not in any event have a maturity date earlier than the Maturity Date;


 


(y)       the
Applicable Rate and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the applicable Incremental
Lenders and the Borrower on the applicable Increased Amount Date; and


 


(z)       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 applicable to the existing Loans, shall be reasonably satisfactory to the Administrative Agent and the Borrower
(provided that such other terms and conditions, taken as a whole, shall not be materially more favorable to the Lenders
under any Incremental Term Loans than such other terms and conditions, taken as a whole, under the existing Loans);


 


(2)            in
the case of each Incremental Revolving Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement):


 


(x)       such
Incremental Revolving Increase shall mature on the Maturity Date, shall bear interest and be entitled to fees, in each case at
the rate applicable to the Revolving Loans, and shall be subject to the same terms and conditions as the Revolving Loans;


 


(y)       the
outstanding Revolving Loans and Applicable Percentages of Swing Line Loans and L/C Obligations will be reallocated by the
Administrative Agent on the applicable Increased Amount Date among the Lenders with Revolving Commitments (including the
Incremental Lenders providing such Incremental Revolving Increase) in accordance with their revised Applicable Percentages
(and the Lenders with Revolving Commitments (including the Incremental Lenders providing such Incremental Revolving Increase)
agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs
required pursuant to Section 3.05 in connection with such reallocation as if such reallocation were a repayment);
and


 






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(z)       except
as provided above, all of the other terms and conditions applicable to such Incremental Revolving Increase shall, except to the
extent otherwise provided in this Section 2.01(c), be identical to the terms and conditions applicable to the revolving
credit facility hereunder;


 


(G)            
(1)             any Incremental Lender making any Incremental Term Loan shall be entitled to the same voting rights as the existing
Lenders and each Incremental Term Loan shall receive proceeds of prepayments on the same basis as all other Incremental Term Loans
(such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof among the Incremental Term
Loans); and


 


(2)            any
Incremental Lender with an Incremental Revolving Increase shall be entitled to the same voting rights as the existing Lenders under
the revolving credit facility and any Loans or other extensions of credit made in connection with each Incremental Revolving Increase
shall receive proceeds of prepayments on the same basis as the other Revolving Loans made hereunder;


 


(H)             
such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered
by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the
consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the opinion of the Administrative Agent, to effect the provisions of this Section 2.01(c)); and


 


(I)                
the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without
limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such
Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with any such
transaction.


 


(ii)              
The Incremental Lenders shall be included in any determination of the Required Lenders, and, unless otherwise agreed, the
Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.


 


(iii)             On
any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and
conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make,
an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Lender
hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto. On any
Increased Amount Date on which any Incremental Revolving Increase becomes effective, subject to the foregoing terms and
conditions, each Incremental Lender with an Incremental Revolving Commitment shall become a Lender hereunder with respect to
such Incremental Revolving Commitment.


 






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2.02          
Borrowings, Conversions and Continuations of Loans.


 


(a)               
Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such 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, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar 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 $1,000,000
or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar 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
Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails
to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such 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 Eurodollar Rate Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any 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 Eurodollar Rate Loan.


 


(b)               
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the preceding subsection.
In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial
Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in
like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Wells Fargo
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 Borrower; provided, however, that if, on the date the Loan
Notice with respect to a Borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall
be made available to the Borrower as provided above.


 






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(c)               
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest
Period for such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required Lenders.


 


(d)               
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest
Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in Wells Fargo’s prime rate used in determining
the Base Rate promptly following the public announcement of such change.


 


(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 ten Interest Periods in effect with respect to the Loans.


 


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
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 in Dollars for the account of the Borrower or any of its
Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2)
to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for
the account of the Borrower or its 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 Outstandings shall not exceed the Aggregate Revolving Commitments,
(y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or
amendment of a Letter of Credit shall be deemed to be a representation by the Borrower 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 Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower 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.


 


(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, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving
Credit Exposure have approved such expiry date; or


 


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


 






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(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 such 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 such Letter of Credit in particular or shall impose
upon the L/C Issuer with respect to such 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 such 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, such Letter of Credit is in an initial stated
amount less than $500,000;


 


(D)             
such Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)              
any 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 Borrower or such Defaulting Lender to eliminate
the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) 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)              
such 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 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
X 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 X 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.


 






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(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 Borrower 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 Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail,
by overnight courier, by electronic transmission using the system provided by the 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 (2) 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 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 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 (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower 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 Borrower
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 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 V 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 Borrower or the applicable 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 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 Lender’s Applicable Percentage times
the amount of such Letter of Credit.


 






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(iii)            
If the Borrower 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 Borrower 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
Lenders shall be deemed to have authorized (but may not require) 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 Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each 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 Borrower 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 drawing under such Letter of Credit, the L/C Issuer
shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the
L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse
the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that the
Borrower has received notice of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment
not later than 11:00 a.m. on the following Business Day (together with interest thereon). If the Borrower fails to so
reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s
Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans
that are 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
unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 5.02 (other than the
delivery of a Loan Notice). If the Unreimbursed Amount is paid on the Honor Date with a Revolving Loan, no Default shall be
deemed to have occurred. 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.


 






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(ii)              
Each 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 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 Lender that
so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower 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 Borrowing of Revolving Loans that are Base Rate
Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower 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 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 Lender funds its Revolving 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 Percentage of such amount
shall be solely for the account of the L/C Issuer.


 


(v)               
Each Lender’s obligation to make Revolving 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, the 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 Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions
set forth in Section 5.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower 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 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 greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking
industry rules on interbank compensation, 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 Loan included in the relevant 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 Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 






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(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 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 Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in 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 11.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand
to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


(e)               
Obligations Absolute. The obligation of the Borrower 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 any Loan Party or any Subsidiary may have
at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or
any such transferee may be acting), the 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 Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;


 






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(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 or the ISP, 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; or


 


(viii)         
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, any Loan Party or any Subsidiary.


 


The Borrower shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower 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 Borrower 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 such 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 Lenders or
the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to
any Letter of Credit or Issuer Document. The Borrower 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 Borrower from 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 Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by
the Borrower which the Borrower 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.


 



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(g)               
Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower
when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the
L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower 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 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 Borrower shall pay to the Administrative Agent for the account of each Lender in accordance,
subject to Section 2.15, with its Applicable 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
first 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 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 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 Borrower shall pay directly to the
L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the 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 tenth 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 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other 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.


 






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(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 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 Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries.


 


2.04          
Swing Line Loans.


 


(a)               
Swing Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon
the agreements of the other Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing
Line Loan”) to the Borrower in Dollars 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, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however,
that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, (ii)
the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing
Line Lender shall not 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 Borrower may borrow under this Section 2.04, prepay under Section
2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making
of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage
times the amount of such Swing Line Loan.


 


(b)               
Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice
to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess
thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line
Loan Notice, the 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 Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing
of Swing Line Loans (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 V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Borrower.


 






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(c)               
Refinancing of Swing Line Loans.


 


(i)               
The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan
in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a 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, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in
Section 5.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after
delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the
amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender
at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject
to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is
a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.


 


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


 


(iii)            
If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate
determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, 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 Loan included
in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing
Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii)
shall be conclusive absent manifest error.


 



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(iv)             
Each Lender’s obligation to make Revolving 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 that such Lender may have against the Swing Line Lender, the 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 Lender’s obligation
to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.


 


(d)               
Repayment of Participations.


 


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


 


(ii)              
If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to
any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request
of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


 


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


 


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


 






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2.05          
Prepayments.


 


(a)               
Voluntary Prepayments of Loans.


 


(i)                
Revolving Loans and Incremental Term Loan. The Borrower may, upon notice from the Borrower to the Administrative
Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Incremental Term Loan in whole or in part without
premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 12:00 p.m.
(1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate
Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $1,000,000
in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount
thereof then outstanding) and (D) any voluntary prepayment of the Incremental Term Loan shall be applied as directed by the Borrower
(provided that if the Borrower fails to direct such application, such voluntary prepayment shall be applied ratably to the remaining
principal amortization payments). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans
to be prepaid and, if Eurodollar 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
of such prepayment. If such notice is given by the Borrower, the 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 Eurodollar Rate Loan shall be accompanied
by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject
to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable
Percentages.


 


(ii)              
Swing Line Loans. The Borrower may, upon notice to the 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date
of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000
in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the 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 Prepayments of Loans. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate
Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower
shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment
in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments
then in effect.


 






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2.06          
Voluntary Reduction of Commitments.


 


The Borrower may, upon
notice to the Administrative Agent, terminate, in whole or in part, the Aggregate Revolving Commitments, or from time to time permanently
reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent
not later than 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction
shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder,
the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction
of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate
Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided, that, subject
to Section 3.05, any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other
than contingent indemnification obligations not yet due and payable) may be conditional on the effectiveness of the replacement
credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any
reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable
Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments
shall be paid on the effective date of such termination.


 


2.07          
Repayment of Loans.


 


(a)               
Revolving Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all
Revolving Loans outstanding on such date.


 


(b)               
Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business
Days after such Swing Line Loan is made and (ii) the Maturity Date.


 


(c)               
Incremental Term Loan. The Borrower shall repay the outstanding principal amount of the Incremental Term Loan in
installments on the dates (or the next following Business Day if such date is not a Business Day) and in the amounts set forth
in the Lender Joinder Agreement (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section
2.05), unless accelerated sooner pursuant to Section 9.02.


 


2.08          
Interest.


 


(a)               
Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of the Eurodollar Rate for such Interest
Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the sum of the Base Rate plus the Applicable Rate; and (iii)
each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate
per annum equal to the sum of the Base Rate plus the Applicable Rate.


 


(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 the 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.


 



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(iii)       Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above),
the Borrower 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.


 


(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 subsections (h) and (i) of Section 2.03:


 


(a)               
Commitment Fee on Revolving Commitments. The Borrower shall pay to the Administrative Agent, for the account of
each Lender in accordance with its Applicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times
(ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (y) the Outstanding Amount of
Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For
the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate
Revolving 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 V 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. 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 Rate
was in effect.


 


(b)               
[Reserved].


 


(c)               
Other Fees.


 


(i)                
The Borrower shall pay to Wells Fargo and the Administrative Agent for their own respective accounts fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


 


(ii)              
The Borrower 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.


 



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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 Eurodollar Base 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). 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.


 


(b)       If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the 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 the 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 this Agreement.


 


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 Borrower
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 Borrower 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 made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory
note shall be in the form of Exhibit 2.11(a) (a “Note”). Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


 


(b)       
In addition to the accounts and records referred to in subsection (a) above, 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 matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.


 



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2.12          
Payments Generally; Administrative Agent’s Clawback.


 


(a)       General.
All payments to be made by the Borrower 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, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (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 after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by the 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.


 


(b)             (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 Eurodollar 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 Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the
date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, 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 the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the
amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment
by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.


 


(ii)              
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice
from the 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 the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C
Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the 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 immediately available 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 greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 



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


 


(c)               
Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available
to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V
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.


 


(d)               
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in
Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(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 11.04(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 for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment
under Section 11.04(c).


 


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


 


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 any principal of or interest on any
of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater
than its pro rata share thereof as provided herein, 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 principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:


 



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(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 the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, 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 any Loan Party or any Subsidiary (as to which the
provisions of this Section shall apply).


 


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


 


2.14          
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, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation
for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c)
or (iv) there shall exist a Defaulting Lender, the Borrower 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 2.15(b) and any Cash Collateral provided by the Defaulting Lender).


 


(b)               
Grant of Security Interest. The Borrower, 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 2.14(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 (other than Liens permitted under Section 8.01(m)), or that the total amount of such Cash
Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay
or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash
Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing
deposit accounts at Wells Fargo. The Borrower 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.


 



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(c)               
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or 9.02 in respect of Letters
of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein
(including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for
herein.


 


(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 11.06(b)(vi))) or (ii) the good faith 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.


 


2.15          
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 the definition of “Required Lenders” and Section
11.01.


 


(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 IX or
otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 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 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 2.14; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and
(y) Cash Collateralize the 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 2.14; sixth, to the payment of any amounts
owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
(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 5.02 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 Lenders pro rata in accordance with the Commitments hereunder without giving
effect to Section 2.15(b). 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 2.15(a)(ii) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 



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(iii)            
Certain Fees.


 


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


 


(B)             
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 2.14.


 


(C)             
With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above,
the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender
with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting
Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required
to pay the remaining amount of any such fee.


 


(b)               
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 (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and, unless the
Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented
and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 



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(c)               
Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (b) above cannot,
or can only partially, be effected, the Borrower 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 Lenders’ Fronting Exposure
and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth
in Section 2.14.


 


(d)                Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the 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 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 2.15(b)),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a
Defaulting Lender.


 


ARTICLE
III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01          
Taxes.


 


(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 the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative
Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding,
upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.


 


(ii)              
If any Loan Party or the Administrative Agent shall be required by the Internal Revenue 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 Internal Revenue 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 (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.


 



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(iii)            
If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code
to withhold or deduct any Taxes from any payment, 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 ten 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 penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender or the 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 ten 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 with the provisions of Section 11.06(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).


 



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(d)               
Evidence of Payments. Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment
of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01,
such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Loan Party, as the
case may be, 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 such Loan Party
or the Administrative Agent, as the case may be.


 


(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 Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall
not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


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


 


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


 



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


 


(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 originals of IRS Form W-8BEN or W-8BEN-E establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E 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 originals 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 Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such
Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code,
or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a
“U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or


 


(4)               
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or Exhibit
3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-D
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 Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 



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(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 Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.


 


(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 Borrower 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 the 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 interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party,
upon the request of the Recipient, agrees to repay the amount paid over to the 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 the 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 indemnification payments or additional amounts
giving rise to such refund 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.


 



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


 


3.03          
Inability to Determine Rates.


 


(a)               
If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion
to or continuation thereof that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for
the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii) adequate and reasonable means do not exist for determining
the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with
an existing or proposed Base Rate Loan, or (iii) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent
will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar
Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar
Base Rate component of the Base Rate, the utilization of the Eurodollar Base Rate component in determining the Base Rate shall
be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in
the amount specified therein.


 



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(b)               
Notwithstanding anything to the contrary in Section 3.03(a) above, if the Administrative Agent has made the determination
(such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 3.03(a)(i)
or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified
herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable
currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any
Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying
a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates
for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable
(in consultation with the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations
in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally),
establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall,
subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and
until (1) an event described in Section 3.03(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs
with respect to the Replacement Rate or (2) the Required Lenders (directly, or through the Administrative Agent) notify the Borrower
that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest
at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the
other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary
or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.03(b). The Administrative
Agent agrees that it will not charge the Borrower an amendment fee solely with respect to any such amendment. Notwithstanding
anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 11.01),
such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the
Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders,
written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender
objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such
Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b),
the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the
extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied
as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower (it being understood that any
such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).


 



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3.04          
Increased Costs.


 


(a)               
Increased Costs Generally. If any Change in Law shall:


 


(i)               
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement reflected in the Eurodollar Rate) 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 Eurodollar 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 the
interest on which is determined by reference to the Eurodollar Base Rate (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 Borrower will 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 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 Borrower will 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 Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the
L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten 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 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to
demand such compensation, provided that the Borrower shall not 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 six months prior
to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the 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 six-month period referred
to above shall be extended to include the period of retroactive effect thereof).


 



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3.05          
Compensation for Losses.


 


Upon demand of any
Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and
hold such Lender harmless from any actual and direct loss, cost or expense incurred by it as a result of:


 


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


 


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


 


(c)               
any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of
a request by the Borrower pursuant to Section 11.13;


 


excluding any loss
of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also
pay any customary administrative fees charged by such Lender in connection with the foregoing.


 


For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded.


 


3.06          
Mitigation Obligations; Replacement of Lenders.


 


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the
Borrower is required 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 Borrower such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, as applicable, 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 Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender or the L/C Issuer in connection with any such designation or assignment.


 



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(b)               
Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required
to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 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 Borrower may replace such Lender in accordance with Section 11.13.


 


3.07          
Survival.


 


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


 


ARTICLE
IV


 


GUARANTY


 


4.01          
The Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, the L/C Issuer and each other holder of the Obligations as hereinafter
provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the
terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will,
jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of
time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of
such extension or renewal.


 


Notwithstanding any
provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations,
the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal
to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.


 


4.02          
Obligations Unconditional.


 


The obligations of
the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution,
release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted
by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor (other than payment in full of the Obligations in cash), it being the intent of this Section
4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances.
Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been
paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability
of any Guarantor hereunder, which shall remain absolute and unconditional as described above:


 



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(a)               
at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any
of the Obligations shall be extended, or such performance or compliance shall be waived;


 


(b)               
any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations
shall be done or omitted;


 


(c)               
the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented
or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be
waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole
or in part or otherwise dealt with;


 


(d)               
any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any
of the Obligations shall fail to attach or be perfected; or


 


(e)               
any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any
creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of
any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or
remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


4.03          
Reinstatement.


 


The obligations of
each Guarantor under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of
the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the
Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without
limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations
in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


 


4.04          
Certain Additional Waivers.


 


Each Guarantor agrees
that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.


 



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4.05          
Remedies.


 


The Guarantors agree
that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the
other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified
in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section
9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration
(or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event
of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01.
The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral
Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance with the terms thereof.


 


4.06          
Rights of Contribution.


 


The Guarantors agree
among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to
the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all
Obligations have been paid in full and the Commitments have terminated.


 


4.07          
Guarantee of Payment; Continuing Guarantee.


 


The guarantee in this
Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations
whenever arising.


 


ARTICLE
V



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


5.01          
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 the satisfaction of the following conditions
precedent:


 


(a)               
Receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative Agent
and each Lender:


 


(i)                
Loan Documents. Executed counterparts of this Agreement and the other Loan Documents, each properly executed by a
Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.


 


(ii)              
Opinions of Counsel. Favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, dated as of the Closing Date.


 



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(iii)            
Organization Documents, Resolutions, Etc.


 




(A)             
copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified
by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;


 


(B)             
such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
of each Loan Party 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 Loan Party is a party; and


 


(C)             
such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is
duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization
or formation.


 


(iv)             
Personal Property Collateral.


 


(A)             
UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s discretion,
to perfect the Administrative Agent’s security interest in the Collateral;


 


(B)             
all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security
Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity
Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion
under the law of the jurisdiction of organization of such Person);


 


(v)               
Evidence of Insurance. Copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability
and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative
Agent as additional insured (in the case of liability insurance) or loss payee (in the case of hazard insurance) on behalf of the
Lenders.


 


(vi)             
Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions
specified in Sections 5.02(a) and 5.02(b) have been satisfied.


 


(b)               
[Reserved].


 


(c)               
Attorney Costs. The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).


 



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Without limiting the
generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions
specified in this Section 5.01, 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.


 


5.02          
Conditions to all Credit Extensions.


 


The obligation of each
Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:


 


(a)               
The representations and warranties of each Loan Party contained in Article VI or any other Loan Document shall be
true and correct in all material respects (or, if such representation or warranty is itself qualified by materiality or Material
Adverse Effect, it shall be true and correct in all respects as drafted) 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, if such representation or warranty is itself qualified by materiality or Material Adverse
Effect, it shall be true and correct in all respects as drafted) as of such earlier date.


 


(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 Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.


 


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


 


Solely in connection
with a drawing under an Incremental Term Loan in connection with a Limited Condition Acquisition, at the election of the Lenders
providing such Incremental Term Loan, (a) the condition set forth in Section 5.02(a) (i) shall apply on the LCA Test Date
and (ii) with respect to the funding date of such Incremental Term Loan, may be limited to customary “specified” representations
and warranties and (b) the conditions set forth in Sections 5.02(b) (other than with respect to the absence of Default pursuant
to Sections 9.01(a), (f) and (g)) shall relate to the LCA Test Date, not the date of the related Borrowing.


 



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ARTICLE
VI



REPRESENTATIONS AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


6.01          
Existence, Qualification and Power.


 


Each Loan Party and
each Subsidiary (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 to which it is a party, 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 (a) (solely with respect to each Immaterial Domestic
Subsidiary and each Immaterial Foreign Subsidiary), clause (b)(i) or clause (c), to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect.


 


6.02          
Authorization; No Contravention.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary
corporate or other organizational action, and do 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 (other than any Lien created under the
Loan Documents) under (i) any material Contractual Obligation to which such Person is a party 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 except for conflicts
or breaches which would not reasonably be expected to have a Material Adverse Effect; or (c) violate any Law in a manner which
would reasonably be expected to have a Material Adverse Effect.


 


6.03          
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 other than (a) those that have already been obtained and are in full force and effect, (b) authorizations,
approvals, actions, notices and filings contemplated by the Collateral Documents, (c) notices and filings which customarily are
required in connection with the exercise of remedies in respect of the Collateral and (d) those approvals, consents, exemptions,
authorizations, actions, notices or filings the failure of which to obtain, take, give or make would not be reasonably expected
to have a Material Adverse Effect.


 


6.04          
Binding Effect.


 


Each Loan Document
has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and
binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability.


 



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6.05          
Financial Statements; No Material Adverse Effect.


 


(a)               
The financial statements delivered pursuant to Sections 7.01(a) and 7.01(b) (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 Borrower and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end
audit adjustments); and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments
and Indebtedness.


 


(b)               
The Audited Financial Statements and the unaudited consolidated financial statements of the Borrower and its Subsidiaries
for the fiscal quarter ending March 31, 2019 (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 Borrower and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited
financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) to the extent required by
GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments and Indebtedness.


 


(c)               
From the date of the Audited Financial Statements (as defined in this Agreement prior to the First Amendment Effective Date)
to and including the Closing Date, there has been no Disposition or any Recovery Event of any material part of the business or
property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any
business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition
of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements
or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.


 


(d)               
Since the date of the Audited Financial Statements, 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.


 


6.06          
Litigation.


 


There are no actions,
suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary 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) if
determined adversely, would reasonably be expected to have a Material Adverse Effect.


 


6.07          
No Default.


 


No Default has occurred
and is continuing.


 


6.08          
Ownership of Property.


 


Each Loan Party and
each of its 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 would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 



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6.09          
Environmental Compliance.


 


Except as would not
reasonably be expected to have a Material Adverse Effect:


 


(a)               
Each of the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary (the “Facilities”)
and all operations at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation of any
Environmental Law with respect to the Facilities or the businesses operated by any Loan Party or any Subsidiary at such Facilities
(the “Businesses”), and there are no conditions relating to the Facilities or the Businesses that could give
rise to liability under any applicable Environmental Laws.


 


(b)               
None of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in
amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws.


 


(c)               
No Loan Party nor any Subsidiary has received any written notice of, or inquiry from any Governmental Authority regarding,
any violation, alleged violation, non-compliance, liability or potential liability arising under Environmental Laws with regard
to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe
that any such notice will be received or is being threatened.


 


(d)               
Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed
of at, on or under any of the Facilities or any other location, in each case by or on behalf of any Loan Party or any Subsidiary
in violation of, or in a manner that would reasonably be expected to give rise to liability under, any applicable Environmental
Law.


 


(e)               
No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers
of the Loan Parties, threatened in writing, under any Environmental Law to which any Loan Party or any Subsidiary is or, to the
knowledge of the Responsible Officers of the Loan Parties, will be named as a party, nor are there any consent decrees or other
decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under
any Environmental Law with respect to any Loan Party, any Subsidiary, the Facilities or the Businesses.


 


(f)                
There has been no release or threat of release of Hazardous Materials at or from the Facilities, or arising from or related
to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities
or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that could give rise to liability
under Environmental Laws.


 


6.10          
Insurance.


 


(a)               
The properties of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies
not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards),
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 applicable Loan Party or the applicable Subsidiary operates. The property and general
liability insurance coverage of the Loan Parties as in effect on the Closing Date is outlined as to carrier, policy number, expiration
date, type, amount and deductibles on Schedule 6.10.


 



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(b)               
Each Loan Party and its Subsidiaries maintain, if available, fully paid flood hazard insurance on all real property that
is located in a special flood hazard area and that constitutes Collateral, on such terms and in such amounts as required by The
National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent.


 


6.11          
Taxes.


 


Each Loan Party and
its Subsidiaries have filed or caused to be filed all federal and state income and other tax returns and reports required to be
filed, and have paid or caused to be paid all federal and state income and other taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) 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 or (b) to the extent the failure to pay any taxes, assessments, fees or other governmental charges or file
any federal or state income tax return or other tax return could not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would
reasonably be expected to have a Material Adverse Effect. No Loan Party nor any Domestic Subsidiary is party to any tax sharing
agreement (other than such agreements between one Loan Party or Domestic Subsidiary and another Loan Party or Domestic Subsidiary).


 


6.12          
ERISA Compliance.


 


(a)               
Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and
other federal or state Laws except in such instances in which failure to comply therewith would not reasonably expected to have
a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section
401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from federal income
tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the
IRS. To the best knowledge of the Loan Parties, 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 Loan Parties, threatened claims, actions or lawsuits, 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 as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event has occurred, and
no Loan Party 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; (ii) each Loan Party and each ERISA Affiliate has met all applicable
requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under
the Pension Funding Rules has been applied for or obtained; (iii) 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 Internal Revenue Code) is 60% or higher and no Loan
Party 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; (iv) no Loan Party 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; (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject
to Section 4069 or Section 4212(c) of ERISA; and (vi) 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 could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan.


 



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6.13          
Subsidiaries.


 


Set forth on Schedule
6.13 is a complete and accurate list as of the Closing Date of each Subsidiary of any Loan Party, together with (i) jurisdiction
of organization, (ii) number of shares of each class of Equity Interests outstanding, and (iii) number and percentage of outstanding
shares of each class owned (directly or indirectly) by any Loan Party or any Subsidiary. The outstanding Equity Interests of each
Subsidiary of any Loan Party are validly issued, fully paid and non-assessable.


 


6.14          
Margin Regulations; Investment Company Act.


 


(a)               
The Borrower is not engaged and will not 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. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not
more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement
or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope
of Section 9.01(e) will be margin stock.


 


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


 


6.15          
Disclosure.


 


No report, financial
statement, certificate or other information (excluding the projections and pro forma financial information referred to below) furnished
in writing 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) contains, when taken as a whole with the other information so furnished, any
untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The projections and pro forma financial information contained in
the materials referenced above were based upon good faith estimates and assumptions believed by management of the Loan Parties
to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events
is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount.


 


6.16          
Compliance with Laws.


 


Each Loan Party and
Subsidiary is in compliance 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 would not reasonably
be expected to have a Material Adverse Effect. No Loan Party is an EEA Financial Institution. No Loan Party is a Covered Entity.


 



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6.17          
Intellectual Property; Licenses, Etc.


 


Each Loan Party and
each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights and other intellectual property rights (collectively, “IP Rights”) that are necessary for the
operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights registered with the United
States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date. Except
for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted
and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights,
nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use
of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any
Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned
by any Loan Party is subject to any licensing agreement or similar arrangement except as set forth on Schedule 6.17.


 


6.18          
Solvency.


 


The Loan Parties, taken
as a whole, are Solvent on a consolidated basis.


 


6.19          
Perfection of Security Interests in the Collateral.


 


The Collateral Documents
create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and
Liens will be, upon the timely and proper filings, deliveries, notations and other actions contemplated in the Collateral Documents,
perfected security interests and Liens (to the extent that such security interests and Liens can be perfected by such filings,
deliveries, notations and other actions), prior to all other Liens other than Permitted Liens.


 


6.20          
Business Locations; Taxpayer Identification Number.


 


Set forth on Schedule
6.20(a) is a list of all real property located in the United States that is owned or leased by any Loan Party as of the Closing
Date. Set forth on Schedule 6.20(b) is a list of all locations where any tangible personal property of any Loan Party is
located as of the Closing Date. Set forth on Schedule 6.20(c) is the chief executive office, exact legal name, U.S. tax
payer identification number and organizational identification number of each Loan Party as of the Closing Date. Except as set forth
on Schedule 6.20(d), no Loan Party has during the five years preceding the Closing Date (i) changed its legal name, (ii)
changed its state of formation or (iii) been party to a merger, consolidation or other change in structure.


 


6.21          
Anti-Terrorism; Anti-Money Laundering.


 


No Loan Party nor any
of its Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the
enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§
1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto
or (C) the PATRIOT Act (collectively, the “Anti-Terrorism Laws”) or (iii) is a Sanctioned Person. No part of
the proceeds of any Extension of Credit hereunder will be unlawfully used directly or indirectly to fund any operations in, finance
any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that
will result in any Sanctions violation by any Person (including any Lender, the Arranger, the Administrative Agent, the L/C Issuer
or the Swing Line Lender) of any Anti-Terrorism Laws.


 



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ARTICLE
VII



AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent
indemnification obligations not yet due and payable), or any Letter of Credit shall remain outstanding, each Loan Party shall and
shall cause each Subsidiary to:


 


7.01          
Financial Statements.


 


Deliver to the Administrative
Agent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)               
as soon as available, but in any event within ninety days after the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 29, 2012, a consolidated balance sheet of the Borrower 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, such consolidated statements audited and accompanied by a report and opinion
of Ernst & Young LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable
to the Required Lenders, 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; and


 


(b)               
as soon as available, but in any event within forty-five days after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower, commencing with the fiscal quarter ending June 30, 2012, a consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations
for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements
of changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each
case setting forth in comparative form, as applicable, 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 and in the case of such consolidated
statements certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly
presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries
in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


As to any information
contained in materials furnished pursuant to Section 7.02(d), the Borrower shall not be separately required to furnish such
information under Section 7.01(a) or 7.01(b) above, but the foregoing shall not be in derogation of the obligation
of the Borrower to furnish the information and materials described in Section 7.01(a) or (b) above at the times specified
therein.


 



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7.02          
Certificates; Other Information.


 


Deliver to the Administrative
Agent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)               
[Reserved];


 


(b)               
concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and 7.01(b), a
duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of
the Borrower which shall include such supplements to Schedules 6.13, 6.20(a), 6.20(b), 6.20(c) and
6.20(d), as are necessary such that, as supplemented, such Schedules would be accurate and complete as of the date of such
Compliance Certificate (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)               
not later than 45 days after the beginning of each fiscal year of the Borrower, commencing with the fiscal year beginning
January 1, 2013 an annual business plan and budget of the Borrower and its Subsidiaries containing, among other things, pro forma
financial statements for each quarter of such fiscal year;


 


(d)               
promptly after the same are available, copies of each annual report, proxy or financial statement sent to equityholders
of any Loan Party or any Subsidiary, and copies of all annual, regular, periodic and special reports and registration statements
which a Loan Party or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(e)               
promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants
in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;


 


(f)                
promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities in excess
of the Threshold Amount of any Loan Party or any Subsidiary 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 7.01 or any other clause of this Section
7.02;


 


(g)               
promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary, 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 inquiry by such agency regarding financial or other operational results of
any Loan Party or any Subsidiary; and


 


(h)               
promptly, such additional information regarding the business or financial condition of any Loan Party or any Subsidiary
(including consolidating financial statements), or compliance with the terms of the Loan Documents, as the Administrative Agent
or any Lender may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, none of the
Loan Parties or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of,
or discussion of, any document, information, or other matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by Law or any binding agreement or (iii) is subject to a third-party confidentiality agreement or
is subject to attorney-client or similar privilege or constitutes attorney work product.


 



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Documents required
to be delivered pursuant to Section 7.01(a) or 7.01(b) or Section 7.02(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower
shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower 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 Borrower shall notify the Administrative Agent (by facsimile 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 Borrower 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.


 


The Borrower
hereby acknowledges that (a) the Administrative Agent and/or Wells Fargo 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 Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks,
Syndtrak or another similar electronic 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 Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first
page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, Wells Fargo, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to the Borrower or its securities for purposes of United States federal and
state securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 11.07); (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 Wells Fargo 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 as
“Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any
Borrower Materials “PUBLIC.”


 



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7.03          
Notices.


 


Promptly, and in any
event, within five (5) Business Days after a Responsible Officer of a Loan Party obtains knowledge thereof, notify the Administrative
Agent of:


 


(a)               
the occurrence of any Default.


 


(b)               
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect.


 


(c)               
the occurrence of any ERISA Event which would reasonably be expected to result in liability in excess of the Threshold Amount.


 


(d)               
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary.


 


Each notice pursuant
to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details
of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


7.04          
Payment of Taxes.


 


Pay and discharge,
as the same shall become due and payable, all its 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 such Loan Party or such Subsidiary.


 


7.05          
Preservation of Existence, Etc.


 


(a)               
Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 8.04 or 8.05; provided, however, that
nothing contained in this Section 7.05(a) shall be deemed to prohibit any Loan Party or any Domestic Subsidiary from reorganizing
in another state of the United States or changing its entity form upon at least thirty (30) days prior notice to the Administrative
Agent and provided that such reorganization or change is not materially adverse to the Lenders.


 


(b)               
Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal
conduct of its business, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


(c)               
Preserve or renew all of its IP Rights, the non-preservation or non-renewal of which would reasonably be expected to have
a Material Adverse Effect.


 


7.06          
Maintenance of Properties.


 


(a)               
Maintain, preserve and protect all of its material properties necessary in the operation of its business in good working
order and condition, ordinary wear and tear and Recovery Events excepted, except to the extent the failure to do so would not reasonably
be expected to have a Material Adverse Effect.


 


(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.


 



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7.07          
Maintenance of Insurance.


 


(a)               
Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty
insurance and business interruption insurance) with financially sound and reputable insurance companies not Affiliates of the Borrower,
in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and
covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities
where such Loan Party or such Subsidiary operates.


 


(b)               
Cause the Administrative Agent to be named as lender’s loss payee or mortgagee, as its interest may appear, and/or
additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and
cause each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments
furnished to the Administrative Agent, that it will give the Administrative Agent thirty days (or such lesser amount as the Administrative
Agent may agree) prior written notice before any such policy or policies shall be materially altered (in a manner materially adverse
to the Administrative Agent or the Lenders) or canceled.


 


7.08          
Compliance with Laws.


 


Comply 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.


 


7.09          
Books and Records.


 


Maintain proper books
of record and account, in which full, true and correct in all material respects entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary,
as the case may be.


 


7.10          
Inspection Rights.


 


Permit representatives
and independent contractors of the Administrative Agent and each Lender (when accompanying the Administrative Agent) 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, officers, and independent public accountants,
all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance written notice to the Borrower not more than two (2) times each calendar year (in the absence
of an Event of Default); provided, however, that (i) 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 Borrower at any time during normal business hours and without advance notice, (ii) the Loan Parties shall not be required to
pay the expenses of more than one (1) visit and inspection during any calendar year unless an Event of Default has occurred and
is continuing, (iii) each Lender shall at all times coordinate with the Administrative Agent the frequency and timing of any such
visits and inspections so as to reasonably minimize the burden imposed on the Loan Parties, and (iv) a representative of the Borrower
shall be given the opportunity to be present for any communication with the independent accountants.


 



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7.11          
Use of Proceeds.


 


Use the proceeds of
the Credit Extensions (a) to finance working capital, capital expenditures, Permitted Acquisitions, Restricted Payments and other
lawful corporate purposes, (b) to refinance certain existing Indebtedness (including, without limitation, the refinancing of the
outstanding revolving credit commitments existing under this Agreement on the Third Amendment Effective Date immediately prior
to the effectiveness of the Third Amendment) and (c) to pay fees and expenses incurred in connection with the refinancing of the
outstanding revolving credit commitments under this Agreement existing on the Third Amendment Effective Date, provided that
in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.


 


7.12          
ERISA Compliance.


 


Do, and cause each
of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable
provisions of ERISA, the Internal Revenue Code and other federal or state law; (b) cause each Plan that is qualified under Section
401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject
to Section 412, Section 430 or Section 431 of the Internal Revenue Code, except as would not reasonably be expected to result in
material liability.


 


7.13          
Additional Guarantors.


 


Within thirty days,
or in the case of a Permitted Acquisition, ninety days (or, in each case, such later date as the Administrative Agent may agree
in its sole discretion) after any Person becomes a Domestic Subsidiary (other than an Immaterial Domestic Subsidiary or a Foreign
Subsidiary Holding Company), cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent
a Joinder Agreement, and (b) upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative
Agent such Organization Documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory
to the Administrative Agent.


 


7.14          
Pledged Assets.


 


(a)               
Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that
is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% of the issued and outstanding
Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding
Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly
owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times
to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral
Documents (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote
in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party
in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary
in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative
Agent; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have
no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States
or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction
other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless
such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of
any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either
(x) has Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial
statements are available) in excess of 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of
such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial
statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive of intercompany revenues)
in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarter.


 



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(b)               
Other Property. (i) Cause all personal property (other than Excluded Property) of each Loan Party to be subject at
all times to first priority and perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the
terms and conditions of the Collateral Documents (including any exceptions contained therein), subject in any case to Permitted
Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing
documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s
Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


7.15          
Beneficial Ownership.


 


Borrower will, promptly
following any request therefor, deliver information and documentation reasonably requested by the Administrative Agent or any Lender
for purposes of compliance with the Beneficial Ownership Regulation.


 


ARTICLE
VIII



NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent
indemnification obligations not yet due and payable), or any Letter of Credit shall remain outstanding, no Loan Party shall, nor
shall it permit any Subsidiary to, directly or indirectly:


 


8.01          
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 Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided
that the property covered thereby is not increased;


 


(c)               
Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet delinquent
or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP;


 



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(d)               
statutory, common law or contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen
and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary
course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate
proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established;


 


(e)               
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation, other than any Lien imposed by ERISA;


 


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


 


(g)               
easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially
detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person;


 


(h)               
Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting
an Event of Default under Section 9.01(h);


 


(i)                
Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with
or within ninety days after the acquisition thereof;


 


(j)                
leases or subleases and licenses and sublicenses granted to others not interfering in any material adverse respect with
the business of any Loan Party or any Subsidiary;


 


(k)               
any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations
or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;


 


(l)                
Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02(a);


 


(m)             
normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;


 


(n)               
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


 


(o)               
customary Liens (other than Liens that secure Indebtedness) and rights of setoff in favor of collecting or payor banks and
credit card and/or merchant processors;


 


(p)               
the licensing of intellectual property on a non-exclusive basis or on an exclusive basis so long as such exclusive licensing
is limited to geographic areas, particular fields of use, customized products for customers or limited time periods, and so long
as after giving effect to such exclusive license, the Borrower or its Subsidiary, as applicable, retains sufficient rights to use
the subject intellectual property as to enable the Borrower or its Subsidiary, as applicable to continue to conduct its business
in the ordinary course;


 



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(q)               
Liens securing Indebtedness permitted by Section 8.03(i) on the property of a Person existing at the time such Person
becomes a Subsidiary of a Loan Party; provided that, (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness, (ii) such Liens were not created in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Person became a Subsidiary of the Loan Party, and (iii) such Indebtedness when
incurred shall not exceed the purchase price of the asset(s) financed;


 


(r)                
Liens securing Indebtedness permitted by Section 8.03(m); provided that such Liens do not at any time encumber
any property other than the property of the Foreign Subsidiary incurring such Indebtedness;


 


(s)                
Liens on insurance proceeds securing the payment of financed insurance premiums to the extent permitted by Section 8.03(l);
and


 


(t)                
other Liens on assets securing Indebtedness or other obligations not prohibited hereunder in an aggregate amount not to
exceed the greater of (a) $30,000,000 and (b) 2% of Consolidated Total Assets (as of the last day of the fiscal quarter of the
Borrower most recently ended for which financial statements are available), in each case, at any time outstanding;


 


provided, that,
no Liens securing Indebtedness for borrowed money under Section 8.01(b), 8.01(i), 8.01(k), 8.01(r)
or 8.01(t) shall be permitted on the IP Rights owned by any Loan Party (or in which a Loan Party has joint ownership) or
the real property located at 200 West Cesar Chavez, Austin, Texas 78701 or 400 West Cesar Chavez, Austin, TX 78701.


 


8.02          
Investments.


 


Make any Investments,
except:


 


(a)               
Investments held in the form of cash or Cash Equivalents;


 


(b)               
Investments existing as of the Closing Date and set forth on Schedule 8.02;


 


(c)               
Investments in any Person that is a Loan Party prior to giving effect to such Investment;


 


(d)               
Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;


 


(e)               
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;


 


(f)                
Guarantees permitted by Section 8.03;


 



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(g)               
Permitted Acquisitions;


 


(h)               
Investments funded solely with the proceeds of Excluded Equity Issuances so long as (i) no Default exists at the time such
Investment is made or would result therefrom and (ii) such Investment is made reasonably promptly following receipt of such proceeds;


 


(i)                
(A) Investments in Foreign Subsidiaries not to exceed the greater of (i) $200,000,000 and (ii) 100% of Consolidated EBITDA
for the most recently completed four fiscal quarters for which financial statements have been delivered, in each case, in the aggregate
at any time outstanding and (B) intercompany loans between the Borrower or one of its Domestic Subsidiaries and a Foreign Subsidiary
that are made for purposes of cost sharing allocation and are repaid on a regular periodic basis (and in any event, not less frequently
than quarterly);


 


(j)                
Swap Contracts permitted under Section 8.03(d);


 


(k)               
Investments consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business of
the Borrower and its Subsidiaries consistent with reasonable past practices;


 


(l)                
Guarantees in the ordinary course of business of obligations (not constituting Indebtedness) owed to or of landlords, suppliers
and licensees of the Borrower and its Subsidiaries or otherwise permitted hereunder;


 


(m)             
to the extent constituting Investments, Dispositions permitted by Section 8.05;


 


(n)               
to the extent constituting an Investment, the Loan Parties may (i) endorse negotiable instruments held for collection in
the ordinary course of business or (ii) make lease, utility and other similar deposits in the ordinary course of business; and


 


(o)               
Investments of a nature not contemplated in the foregoing clauses in an amount not to exceed (A) an unlimited aggregate
amount at any time outstanding so long as of the date any such Investment is made (1) the Secured Leverage Ratio is less than or
equal to 3.50 to 1.00, (2) the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 and
(3) there is no Default or Event of Default existing or continuing and (B) to the extent the conditions in clause (A) are not met,
Investments to up to the greater of (i) $50,000,000 and (ii) 25% of Consolidated EBITDA for the most recently completed four fiscal
quarters for which financial statements have been delivered, in each case, in the aggregate per year (for the avoidance of doubt,
any Investments made pursuant to this clause (B) shall include, for purposes of determining compliance with the $50,000,000/25%
of Consolidated EBITDA cap, all Investments made during the applicable fiscal year prior to such Investment, including, without
limitation, Investments made pursuant to clause (A)).


 


8.03          
Indebtedness.


 


Create, incur, assume
or suffer to exist any Indebtedness, except:


 


(a)               
Indebtedness under the Loan Documents;


 


(b)               
Indebtedness outstanding on the Closing Date set forth on Schedule 8.03 (and renewals, refinancings and extensions
thereof); provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, 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 (ii) 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, renewal or extension are no less favorable in any material respect to the Loan Parties
and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended;


 



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(c)               
intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by
a Loan Party to a Subsidiary that is not a Loan Party (i) such Indebtedness shall be subordinated to the Obligations in a manner
and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default
exists immediately prior to or after giving effect to such prepayment;


 


(d)               
obligations (contingent or otherwise) 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 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;”


 


(e)               
purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter
incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the
aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (A) $50,000,000 and (B) 3% of Consolidated
Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available),
in each case, at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the
asset(s) financed;


 


(f)                
Subordinated Indebtedness; provided, that (i) no Default exists immediately prior and after giving effect thereto
and (ii) after giving effect to such Subordinated Indebtedness on a Pro Forma Basis, the Borrower is in compliance with the financial
covenants set forth in Section 8.11;


 


(g)               
Guarantees with respect to Indebtedness permitted under this Section 8.03; and


 


(h)               
to the extent constituting Indebtedness, obligations incurred by the Borrower or any of its Subsidiaries arising from agreements
providing for indemnification, adjustment of purchase price or similar obligations, in connection with Permitted Acquisitions or
Dispositions permitted by Section 8.05; provided that, in respect of any such obligations incurred pursuant to agreements
providing for indemnification in connection with Dispositions permitted by Section 8.05, such Indebtedness shall not exceed
the amount of Net Cash Proceeds received from such Dispositions;


 


(i)                
purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) of a Subsidiary
outstanding on the date such Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the
Acquisition of assets from a Person in a Permitted Acquisition; provided that the aggregate principal amount of all such
Indebtedness shall not exceed $2,000,000 at any one time outstanding;


 



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(j)                
unsecured Indebtedness consisting of the deferred purchase price of Permitted Acquisitions;


 


(k)               
Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees to purchase Equity
Interests (or options or warrants or similar instruments) of the Borrower pursuant to Restricted Payments permitted by this Agreement;


 


(l)                
Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums
in respect thereof at any one time outstanding;


 


(m)             
Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii)
3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial
statements are available), in each case, at any one time outstanding;


 


(n)               
Permitted Convertible Indebtedness; provided that (A) the maturity date of such Permitted Convertible Indebtedness
is at least six (6) months after the Maturity Date, (B) after giving effect to the incurrence of any such Permitted Convertible
Indebtedness, the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11
and (C) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, no Default or Event of Default
shall exist or be continuing; and


 


(o)               
other unsecured Indebtedness; provided that (A) the terms (including, without limitation, representations, covenants
and defaults, but excluding interest rates and fees) of such unsecured Indebtedness are no more restrictive than the terms of this
Agreement, (B) the maturity date of such unsecured Indebtedness is at least six (6) months after the Maturity Date, (C) after giving
effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), the Loan Parties
are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (D) after giving effect
to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), no Default or Event
of Default shall exist or be continuing.


 


8.04          
Fundamental Changes.


 


Merge, dissolve, liquidate
or consolidate with or into another Person, except that so long as no Event of Default exists or would result therefrom, (a) the
Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the continuing or surviving
Person, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that if a Loan Party is a party to
such transaction, the continuing or surviving Person is a Loan Party, (c) the Borrower or any Subsidiary may merge with any other
Person in connection with a Permitted Acquisition provided that (i) if the Borrower is a party to such transaction, the Borrower
is the continuing or surviving Person and (ii) if a Loan Party is a party to such transaction, such Loan Party is the surviving
Person and (d) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution,
liquidation or winding up, as applicable, would not have a Material Adverse Effect.


 



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8.05          
Dispositions.


 


Make any Disposition
except:


 


(a)               
Permitted Transfers;


 


(b)               
Dispositions of machinery and equipment no longer used or useful in the conduct of business of the Borrower and its Subsidiaries
that are Disposed of in the ordinary course of business;


 


(c)               
Dispositions of the Equity Interests of Foreign Subsidiaries directly owned by the Loan Parties to Silicon Laboratories
International Pte. Ltd. or its Subsidiaries;


 


(d)               
Dispositions consisting of Investments in joint ventures permitted by Section 8.02; and


 


(e)               
other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash
Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market
value of the property disposed of (other than any single Disposition or series of related Dispositions to the extent the fair
market value of the assets subject to such Disposition is less than $25,000,000) , (ii) if such transaction is a Sale and Leaseback
Transaction, such transaction is not prohibited by the terms of Section 8.15, (iii) such transaction does not involve the
sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in
a transaction otherwise permitted under this Section 8.05, and (v) the aggregate book value of all of the assets sold or otherwise
disposed of by the Loan Parties and their Subsidiaries in all such transactions shall not exceed (x) in any fiscal year of the
Borrower, 10% of Consolidated Total Assets (as determined as of the last day of the most recently ended fiscal quarter for which
financial statements have been delivered); provided that, the Borrower, at its election, may increase such 10% basket to
20% of Consolidated Total Assets for any one fiscal year; provided further, during such fiscal year, with respect to any
Disposition of assets that account for more than 10% of Consolidated EBITDA, the Borrower shall demonstrate compliance with the
financial covenants set forth in Section 8.11 on a Pro Forma Basis after giving effect to any such Disposition and (y)
during the term of this Agreement, 40% of Consolidated Total Assets (as determined as of the last day of the most recently ended
fiscal quarter for which financial statements have been delivered).


 


8.06          
Restricted Payments.


 


Declare or make any
Restricted Payment, or incur any obligation to do so, except that:


 


(a)               
each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according
to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(b)               
each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in Equity
Interests of such Person;


 


(c)               
the Borrower may make cash dividend payments, stock repurchases, any cash payments upon conversion of any Permitted Convertible
Indebtedness and repurchases of Permitted Convertible Indebtedness; provided, that (i) no Default exists immediately prior
and after giving effect thereto and (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated
Leverage Ratio does not exceed 3.50 to 1.00;


 


(d)               
the Borrower may make other Restricted Payments with the proceeds of any substantially concurrent issuance of Equity Interests
by the Borrower;


 



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(e)               
the Borrower may acquire Equity Interests in connection with the cashless exercise of stock options or stock appreciation
rights or in connection with the satisfaction of withholding tax obligations;


 


(f)                
the Borrower may make (A) payments of interest and principal on Permitted Convertible Indebtedness (including, for the avoidance
of doubt, upon redemption of any Permitted Convertible Indebtedness), (B) any cash payments upon conversion of any Permitted Convertible
Indebtedness in an amount not to exceed the principal amount of such Permitted Convertible Indebtedness so converted and (C) cash
payments in lieu of fractional shares of common stock due upon conversion of any Permitted Convertible Indebtedness; and


 


(g)               
The Borrower may make other Restricted Payments in an amount not to exceed the greater of (A) $50,000,000 and (B) 25% of
Consolidated EBITDA for the most recently completed four fiscal quarters for which financial statements have been delivered.


 


8.07          
Change in Nature of Business.


 


Engage in any material
line of business substantially different from those lines of business conducted by the Loan Parties and their Subsidiaries on the
Closing Date or any business substantially related or incidental thereto.


 


8.08          
Transactions with Affiliates.


 


Enter into or permit
to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances
of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly
permitted by this Agreement, (d) reasonable compensation and other employee benefit plans, indemnification and reimbursement of
expenses of employees, officers and directors and (e) except as otherwise specifically limited in this Agreement, other transactions
which are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length
transaction with a Person other than an officer, director or Affiliate.


 


8.09          
Burdensome Agreements.


 


Enter into, or permit
to exist, any Contractual Obligation that encumbers or restricts the ability of any such Person to (a) make Restricted Payments
to any Loan Party, (b) pay any Indebtedness or other obligation owed to any Loan Party, (c) make loans or advances to any Loan
Party, (d) transfer any of its property to any Loan Party, (e) pledge its property pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof or (f) act as a Loan Party pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a) through
(e) above) for (i) this Agreement and the other Loan Documents, (ii) any document or instrument governing Indebtedness incurred
pursuant to Section 8.03(e), provided that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (iii) any Permitted Lien or any document or instrument governing any Permitted
Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted
Lien or (iv) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under
Section 8.05 pending the consummation of such sale.


 



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8.10          
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.


 


8.11          
Financial Covenants.


 


(a)               
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower
to be greater than 4.25 to 1.0; provided, that, upon the election of the Borrower, following the consummation of any Permitted
Acquisition with total consideration in an aggregate amount greater than or equal to $100,000,000, (i) the Consolidated Leverage
Ratio shall be increased to 4.75 to 1.0 for the next four quarterly test dates, and (ii) then shall revert to 4.25 to 1.0 thereafter
with a two fiscal quarter period in which the Consolidated Leverage Ratio shall not be greater than 4.25 to 1.00 before the Borrower
may elect another such increase.


 


(b)               
Secured Leverage Ratio. Permit the Secured Leverage Ratio as of the end of any fiscal quarter of the Borrower to
be greater than 3.50 to 1.0.


 


(c)               
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less than 2.50 to 1.0.


 


8.12          
Prepayment of Other Indebtedness, Etc.


 


(a)               
During an Event of Default, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment
or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee
with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan
Party or any Subsidiary (other than Indebtedness arising under the Loan Documents).


 


(b)               
Make (or give any notice with respect thereto) any payment, prepayment or redemption or acquisition for value of (including,
without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange any Subordinated Indebtedness (together with accrued interest thereon) or amend
or modify any documentation governing Subordinated Indebtedness, except that the Borrower may pay any Subordinated Indebtedness
(together with accrued interest thereon) and amend or modify the documentation governing any Subordinated Indebtedness, in each
case, as permitted by the applicable subordination agreement with respect thereto.


 


8.13          
Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.


 


(a)               
Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders.


 


(b)               
Change its fiscal year.


 


(c)               
Without providing ten days prior written notice to the Administrative Agent (or such lesser period as the Administrative
Agent may agree), change the name, state of formation or form of organization of any Loan Party.


 



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8.14          
Ownership of Subsidiaries.


 


Notwithstanding any
other provisions of this Agreement to the contrary, (a) permit any Person (other than the Borrower or any wholly-owned Subsidiary)
to own any Equity Interests of any Subsidiary except to qualify directors where required by applicable Law or to satisfy other
requirements of applicable Law with respect to the ownership of Equity Interests of Foreign Subsidiaries, or (b) permit any Subsidiary
to issue or have outstanding any shares of preferred Equity Interests.


 


8.15          
Sale Leasebacks.


 


Enter into any Sale
and Leaseback Transaction.


 


8.16          
Recent Changes in Delaware Law.


 


Notwithstanding anything
herein or any other Loan Document to the contrary, no Loan Party that is a limited liability company may divide itself into two
or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under the Delaware
Limited Liability Company Act or otherwise) without the prior written consent of the Administrative Agent, except that any Loan
Party that is a limited liability company may divide itself into two or more limited liability companies or series thereof (pursuant
to a “plan of division” as contemplated under the Delaware Limited Liability Company Act or otherwise) without the
prior written consent of the Administrative Agent so long as all such limited liability companies or series thereof are Borrowers
(if the entity divided is a Borrower) or Guarantors (if the entity divided is a Guarantor) and such new Borrowers or new Guarantors,
as applicable, comply with the obligations set forth in Section 7.13 and the other applicable further assurances obligations set
forth in the Loan Documents.


 


ARTICLE
IX



EVENTS OF DEFAULT AND REMEDIES


 


9.01          
Events of Default.


 


Any of the following
shall constitute an “Event of Default”:


 


(a)               
Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan or any L/C Obligation or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation,
or any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or


 


(b)               
Specific Covenants. Any Loan Party fails to perform or observe (i) any term, covenant or agreement contained in Section
7.01 or 7.02 and such failure continues for two (2) Business Days, (ii) any term, covenant or agreement contained in
Section 7.03 (other than Section 7.03(a)) and such failure continues for five (5) Business Days, or (iii) any term,
covenant or agreement contained in any of Section 7.05(a), 7.11, or 7.13 or Article VIII; or


 


(c)               
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection
(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty
days after the earlier of (i) a Responsible Officer of any Loan Party becoming aware of such failure or (ii) notice thereof to
any Loan Party by the Administrative Agent; or


 



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(d)               
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made
by or on behalf of any 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 when made or deemed made; or


 


(e)               
Cross-Default. (i) Any Loan Party or any Subsidiary (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 (other than (x) any event that
permits holders of any Permitted Convertible Indebtedness to convert such Indebtedness or (y) the conversion of any Permitted Convertible
Indebtedness, in either case, into common stock of the Borrower (or other securities or property following a merger event, reclassification
or other change of the common stock of the Borrower), cash or a combination thereof), 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 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; 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 any Loan Party or any Subsidiary 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 any Loan Party or any Subsidiary is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the
Threshold Amount; provided, that an Event of Default under this clause (e) shall continue only so long as the applicable
event or condition constituting such Event of Default is not waived or rescinded by the holders of such Indebtedness; or


 


(f)                
Insolvency Proceedings, Etc. Any Loan Party or any 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 any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed
without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty 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 continues undismissed or unstayed for sixty calendar days, or an order for relief is entered
in any such proceeding; or


 


(g)               
Inability to Pay Debts; Attachment. (i) Any Loan Party or any 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 thirty days after its issue or levy; or


 



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(h)               
Judgments. There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders for
the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent
not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage)
which shall not have been paid, satisfied, vacated or bonded within thirty (30) days of such final judgment, 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) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of thirty (30) consecutive 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 could
reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan
or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower 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 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, ceases to be in full
force and effect or ceases to give the Administrative Agent any material part of the Liens purported to be created thereby; or
any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or


 


(k)               
Change of Control. There occurs any Change of Control; or


 


(l)                Invalidity
of Subordination Provisions. The subordination provisions of the documents evidencing or governing any Subordinated Indebtedness
shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any
holder of the applicable Subordinated Indebtedness.


 


9.02          
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 Borrower;


 



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(c)               
require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with
respect thereto); and


 


(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 or applicable Law or at equity;


 


provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with respect to the 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 Borrower 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.


 


9.03          
Application of Funds.


 


After the exercise
of remedies provided for in Section 9.02 (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 9.02),
any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and 2.15, 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 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 and L/C Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third held
by them;


 


Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of Obligations
then owing under any Secured Hedge Agreements, (c) payments of Obligations then owing under any Secured Cash Management Agreements
and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably
among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described
in this clause Fourth held by them; and


 


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


 



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Subject to Sections
2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fourth 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 Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the
application described above if the Administrative Agent has not received a Secured Party Designation Notice, 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. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the
preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent
pursuant to the terms of Article X for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE
X



ADMINISTRATIVE AGENT


 


10.01       
Appointment and Authority.


 


Each of the Lenders
and the L/C Issuer hereby irrevocably appoints Wells Fargo 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, except as set forth in Section 10.06, no Loan Party shall have rights as a third party beneficiary of any
of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other 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.


 


The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) 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, together with such powers and discretion as are 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 10.05 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
X and Article XI (including Section 11.04(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.


 



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10.02       
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.


 


10.03       
Exculpatory Provisions.


 


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


 


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


 


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


 


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


 


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 11.01 and 9.02) or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given in writing to the Administrative Agent by a Loan Party, a Lender or the L/C Issuer.


 


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 (vi) the satisfaction of any condition set forth in Article V or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 



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10.04       
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, extension, renewal or increase 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.


 


10.05       
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 non-appealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


10.06       
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 Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower
(such consent not to be unreasonably withheld or delayed) provided that no Event of Default has occurred and is continuing, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within thirty 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. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 



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(b)               
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such
Person as Administrative Agent and, subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed)
provided that no Event of Default has occurred and is continuing, appoint a successor. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be
agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 


(c)               
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (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 or removed Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the
retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender and the 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 Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 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 while the retiring or removed Administrative Agent
was acting as Administrative Agent.


 


(d)               
Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as
L/C Issuer and Swing Line Lender. If Wells Fargo 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 Wells Fargo 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 Borrower
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), (i) 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, (ii) 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 (iii) 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 Wells Fargo to effectively assume the obligations of Wells Fargo with respect to such Letters
of Credit.


 



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10.07       
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 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.


 


10.08       
No Other Duties; Etc.


 


Anything herein to
the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


10.09       
Administrative Agent May File Proofs of Claim.


 


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 Borrower) 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),
2.03(i), 2.09 and 11.04) 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, in the event that 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 11.04.


 



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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.


 


10.10       
Collateral and Guaranty Matters.


 


Without limiting the
provisions of Section 10.09, each of the Lenders (including in its capacities as a potential Cash Management Bank and a
potential Hedge Bank) 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 Revolving Commitments and payment in full of the Obligations (other than (A) contingent indemnification obligations
and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements
satisfactory to the applicable provider thereof shall have been made) 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 as part of or in connection with any sale or other disposition permitted
hereunder or under any other Loan Document or any Recovery Event, or (iii) as approved in accordance with Section 11.01;


 


(b)               
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 8.01(i); and


 


(c)               
to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of
a transaction permitted under the Loan Documents.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
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 10.10.


 


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.


 


10.11       
Secured Cash Management Agreements and Secured Hedge Agreements.


 


No Cash Management
Bank or Hedge Bank that obtains the benefit of Section 9.03, the Guaranty or any Collateral by virtue of the provisions
hereof 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) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty
or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in
the Loan Documents. Notwithstanding any other provision of this Article X 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 and Secured Hedge Agreements except to the extent expressly provided herein and unless
the Administrative Agent has received a Secured Party Designation Notice of such Obligations, 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. 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 and Secured Hedge Agreements in the case of a Maturity Date.


 



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ARTICLE
XI



MISCELLANEOUS


 


11.01       
Amendments, Etc.


 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders and the Borrower 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


 


(a)               
no such amendment, waiver or consent shall:


 


(i)                
extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02)
without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in
Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments
of any Lender);


 


(ii)              
postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of
principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder
or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments
are to be reduced;


 


(iii)            
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i)
of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent
of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation
of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) 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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(iv)             
change Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written
consent of each Lender directly affected thereby;


 


(v)               
change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written
consent of each Lender directly affected thereby;


 


(vi)             
release all or substantially all of the Collateral without the written consent of each Lender whose Obligations are secured
by such Collateral;


 


(vii)           
release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section
8.04 or Section 8.05, all or substantially all of the value of the Guaranty without the written consent of each Lender
whose Obligations are guarantied thereby, except to the extent such release is permitted pursuant to Section 10.10 (in which
case such release may be made by the Administrative Agent acting alone); or


 


(b)               
unless also signed by the L/C Issuer, no amendment, waiver or consent shall 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;


 


(c)               
unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing
Line Lender under this Agreement; and


 


(d)               
unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document;


 


provided, further,
that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy
reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code of the United States supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine
whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination
shall be binding on all of the Lenders.


 


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 such 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 such Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender.


 


11.02       
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 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:


 






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(i)                
if to any Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 11.02; 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 Borrower).


 


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 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 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 Lender, the L/C Issuer or the Borrower
may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 


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 Borrower, 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 any Loan Party’s or the Administrative Agent’s
transmission of Borrower Materials 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 non-appealable judgment to have resulted from the gross
negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to the Borrower, any lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).


 






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(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 Borrower, 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 Borrower 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 or electronic Loan Notices, Letter of Credit Applications and
Swing Line Loan Notices) purportedly given by or on behalf of any 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 Loan Parties 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 a Loan Party. 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.


 


11.03       
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 or under any other Loan Document (including the imposition of the Default Rate)
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.


 


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 9.02 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 11.08 (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 9.02 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.


 






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11.04       
Expenses; Indemnity; Damage Waiver.


 


(a)                Costs
and Expenses. The Loan Parties shall pay (i) all reasonable, documented out of pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable, documented fees, charges and disbursements of counsel
for the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the
preparation, negotiation, execution, delivery and administration of this Agreement and the other 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, documented 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 reasonable, documented out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C
Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, 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 the Loans made or Letters of Credit issued
hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of
such Loans or Letters of Credit.


 


(b)               
Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent
thereof), each Lender 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 reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by
any Indemnitee or asserted against any Indemnitee by any Person (including any 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, 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
(including in respect of any matters addressed in Section 3.01), (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 on or from any property owned or operated by a Loan Party or any of
its Subsidiaries, or any Environmental Liability, in each case related in any way to a Loan Party or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee
is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY
OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this
Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim.


 






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(c)                Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C
Issuer, the Swing Line 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, the 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 Exposures of all Lenders 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 the 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 the
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, no Loan Party shall assert,
and each Loan Party 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. No Indemnitee
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby 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 twenty (20) Business Days after demand
therefor.


 


(f)                
Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the
resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination
of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


11.05       
Payments Set Aside.


 


To the extent that
any payment by or on behalf of any Loan Party 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 Federal Funds Rate from time to time in effect. 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.


 






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11.06       
Successors and Assigns.


 


(a)               
Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding
upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of
a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans (including
for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


(A)             
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans
at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection
(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 a Revolving
Commitment (and the related Revolving Loans thereunder) and $1,000,000 in the case of any assignment in respect of any Incremental
Term Loan unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(ii)               Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii)
shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B)
prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and
the related Revolving Loans thereunder) and its outstanding Incremental Term Loan on a non-pro rata basis;


 






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(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 Borrower (such consent not to be unreasonably withheld) 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 Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof;


 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of (1) any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment
in respect of the applicable facility subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect
to such Lender or (2) any Incremental 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 the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall
be required for any assignment in respect of Revolving Loans and Revolving Commitments.


 


(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 shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)               
No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s
Affiliates or Subsidiaries, (B) 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) 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 Borrower and
the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (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.


 






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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, 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 11.04 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 Borrower (at its expense) shall execute and deliver a Note
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this 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 Borrower (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 Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)                Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the
Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
(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 Borrower, 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 11.04(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 Section 11.01(a) that affects such Participant. The Borrower agrees 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
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 11.13 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 or 3.04, 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 Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower 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 11.08 as though it were
a Lender; provided that such Participant agrees to be subject to Section 2.13as though it were a Lender. Each Lender
that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under the 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.


 






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(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; 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 Wells Fargo assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Wells Fargo
may, (i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon
thirty days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or
Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of Wells Fargo as L/C Issuer or Swing Line Lender, as the case may be. If Wells Fargo 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 Wells Fargo 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 of a successor L/C Issuer and/or Swing
Line Lender, (1) 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 (2) 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 Wells Fargo to effectively assume the obligations of Wells Fargo with respect to such Letters of
Credit.


 


11.07       
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 and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related
Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process; provided that such Person disclosing
such Information shall use reasonable efforts (but without liability for failure to do so) to provide the Loan Parties with advance
notice of such disclosure to the extent practical and not prohibited by Law, (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 become a Lender pursuant to Section
2.01(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a
confidential basis to (i) any rating agency in connection with rating any Loan Party 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 Borrower
or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower.


 






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For purposes of
this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to
the Loan Parties 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 such Loan Party
or any Subsidiary. 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
a Loan Party 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.


 


11.08       
Rights 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, after obtaining the prior written consent of the Administrative Agent, 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 or their respective
Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate 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 or 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 2.15 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer 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 Borrower and
the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


11.09       
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 Borrower. 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.


 






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11.10       
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 5.01, 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.


 


11.11       
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 (except to the extent
Cash Collateralized in a manner satisfactory to the L/C Issuer and the Administrative Agent).


 


11.12       
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 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 11.12, 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 the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


11.13       
Replacement of Lenders.


 


If the Borrower
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, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.06), 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:


 






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(a)               
the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(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
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 Borrower to require such assignment and delegation cease to apply.


 


11.14       
Governing Law; Jurisdiction; Etc.


 


(a)               
GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)                SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION
OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE
ADMINISTRATIVE AGENT, ANY LENDER, THE 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 ANY LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(c)               
WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)               
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


11.15       
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.


 


11.16       
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 of the Loan Parties acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the
Administrative Agent, Wells Fargo, the other lead arranger(s) and the Lenders are arm’s-length commercial transactions
between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, Wells Fargo, the
other lead arranger(s) and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties 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, Wells Fargo, each other lead arranger 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 Loan Parties or any of their respective Affiliates,
or any other Person and (B) neither the Administrative Agent, Wells Fargo, any other lead arranger nor any Lender has any
obligation to the Loan Parties 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,
Wells Fargo, the other lead arranger(s), the Lenders and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither
the Administrative Agent, Wells Fargo, any other lead arranger nor any Lender has any obligation to disclose any of such
interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan
Parties hereby waives and releases any claims that it may have against the Administrative Agent, Wells Fargo, the other lead
arranger(s) or any Lender 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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11.17       
Electronic Execution of Assignments and Certain Other Documents.


 


The words “execute”
“execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption
or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures,
the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


11.18       
PATRIOT Act Notice.


 


Each Lender that is
subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the PATRIOT Act.


 


11.19       
ENTIRE AGREEMENT.


 


This
Agreement and the other Loan Documents represent the final agreement AMONG the parties and may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements AMONG the parties.


 


11.20       
ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)               
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)               
the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in
part or cancellation of any such liability; (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.


 






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11.21       
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 its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Credit Party, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


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


 


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


 


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


 


(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Joint Lead Arrangers and each other Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent or any
of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise
of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 






    115


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


11.22       
Acknowledgement Regarding Any Supported QFCS.


 


To the extent that
the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts 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 11.22, the following terms have the following meanings:


 


(i)                
“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.


 


(ii)              
“Covered Entity” means any of the following:


 


(A)      
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(B)       a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(C)       a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


(iii)               
“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.


 


(iv)              
“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).


 


[SIGNATURE PAGES FOLLOW]


 






    116


    SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


		BORROWER:	SILICON LABORATORIES INC.,
			a Delaware corporation
		 	 
		 	By:  	                            	 
		 	Name:
		 	Title:
		 	 
		GUARANTORS:	SILICON LABORATORIES TECHNOLOGY, LLC,
			a Delaware limited liability company
		 	 
		 	By:	 	 
		 	Name:	 
		 	Title:	 
		 	 
			SILICON LABS SPECTRA, INC.,
			a Delaware corporation
		 	 
		 	By:	 	 
		 	Name:
		 	Title:
		 	 
			SILICON LABS EMBER, INC.,
		 	a Delaware corporation
		 	 
		 	By:	 	 
		 	Name:
		 	Title:



 






     


    
SILICON LABORATORIES INC.
THIRD AMENDMENT TO CREDIT AGREEMENT



    

 


		ADMINISTRATIVE AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION,
			as Administrative Agent
		 	 
		 	By:  	                     	 
		 	Name:
		 	Title:
		 	 
		LENDERS:	WELLS FARGO BANK, NATIONAL ASSOCIATION,
			as a Lender, L/C Issuer and Swing Line Lender
		 	 
		 	By:	 	 
		 	Name:
		 	Title:
		 	 
			CITIBANK, N.A.,
			as a Lender
		 	 
		 	By:	 	 
		 	Name:
		 	Title:
		 	 
			[	,]
			as a Lender
		 	 
		 	By:	 	 
		 	Name:
		 	Title:



 






    2


     


    

 


Exhibit B


 


[see attached]


 






     


     


    

 


Exhibit 7.02


 


FORM OF COMPLIANCE
CERTIFICATE


 


For the fiscal
quarter ended _________________, 20___.


 


I, ______________________,
[Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the best of my knowledge and belief,
with respect to that certain Credit Agreement dated as of July 31, 2012 (as amended, modified, restated or supplemented from time
to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by
reference) among the Borrower, the Guarantors, the Lenders and Wells Fargo Bank, National Association (successor to Bank of America,
N.A., the original administrative agent), as the Administrative Agent:


 


The company-prepared
financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance
with GAAP applied on a consistent basis, except as otherwise expressly noted therein, subject to the absence of footnotes and to
normal year-end audit adjustments.


 


As of the
date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement.


 


(select one):


 


		 ̈	Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a)
(Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive
Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of
the Credit Agreement, such that, as supplemented, such Schedules are accurate and complete as of the date hereof.



 


		 ̈	No such supplements are required at this time.



 


Delivered herewith
are detailed calculations demonstrating compliance by the Loan Parties with the financial covenants contained in Section 8.11
of the Credit Agreement as of the end of the fiscal period referred to above.


 


This ______ day of
___________, 20__.


 


	 	SILICON LABORATORIES INC.
	 	 
	 	By:  	                         	 
	 	Name:
	 	Title:




 



     


    


    

 





Attachment to Officer’s
Certificate


Computation of Financial
Covenants


 





	I.	Consolidated
                                         Leverage Ratio – Section 8.11(a)




 


	A.	Consolidated
Funded Indebtedness1 as of the Statement
Date	 
	 	1.         all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments:	$____________
	 	2.         all purchase money Indebtedness:	$____________
	 	3.         the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments:	$____________
	 	4.         all obligations in respect of the deferred purchase price of property or services (other than trade and intercompany accounts payable in the ordinary course of business and all earn-out obligations to the extent such earn-out obligations are not required to be shown as a liability on the balance sheet of the Borrower and its Subsidiaries):	$____________
	 	5.         all Attributable Indebtedness:	$____________
	 	6.         all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends:	$____________
	 	7.         all Guarantees with respect to Indebtedness of the types specified in I.A.1 through I.A.6 above of another Person:	$____________
	 	8.          all Indebtedness of the types referred to in I.A.1 through I.A.7 above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, to the extent that Indebtedness is recourse to such Person:	$____________
	 	9.         Consolidated Funded Indebtedness as of the Statement Date (Sum of lines I.A.1 through I.A.8):	$____________
	B.	Consolidated EBITDA for the four fiscal quarter period ending on the Statement Date	 
	 	1.         Consolidated Net Income for such period:	$____________
	 	2.         Consolidated Interest Charges for such period:	$____________
	 	3.         the provision for federal, state, local and foreign income taxes payable for such period:	$____________
	 	4.         depreciation and amortization expense for such period:	$____________
	 	5.         to the extent not capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the closing of the Credit Agreement, to the extent such fees and expenses are incurred prior to September 14, 2012:	$____________
	 	6.         to the extent not capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the refinancing of the existing term loans under the Credit Agreement, to the extent such fees and expenses are incurred prior to September 30, 2015:	$____________



 


 






1
Per Section 1.01 of the Credit Agreement, Consolidated Funded Indebtedness shall not include post-closing
purchase price adjustments.




 



     


    


    




 


	 	7.         to the extent not capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the issuance of any Permitted Convertible Indebtedness:	$____________
	 	8.         to the extent not capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the second amendment of the Credit Agreement, to the extent such fees and expenses are incurred prior to April 14, 2017:	$____________
	 	9.         to the extent not capitalized, the reasonable and documented fees and expenses incurred during such period in connection with the third amendment of the Credit Agreement, to the extent such fees and expenses are incurred prior to September 18, 2019:	$____________
	 	10.         non-cash stock compensation expense, non-cash impairments of assets and intangibles and other non-cash charges (excluding write-downs of accounts receivable and any other non-cash expense to the extent it represents an accrual of or a reserve for cash expenses in any future period):	$____________
	 	11.         non-cash purchase accounting adjustments (including markups of inventory, expensed through cost-of-goods sold) in connection with Permitted Acquisitions to the extent required or permitted by GAAP:	$____________
	 	12.         the amount of restructuring and/or integration expenses and anticipated “run rate” cost savings and synergies projected by the Borrower in good faith to be realized within twelve (12) months of the actions taken (which restructuring and/or integration expenses and cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such restructuring and/or integration expenses and cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized from such actions provided that (A) such restructuring and/or integration expenses and cost savings and synergies are reasonably identifiable and quantifiable and (B) the aggregate amount permitted to be added back pursuant to this line 1.B.12 during any four consecutive fiscal quarter period shall not exceed 20% of Consolidated EBITDA (calculated prior to giving effect to such add back):	$____________
	 	13.         non-cash income or gains for such period:	$____________
	 	14.         Consolidated EBITDA for the four fiscal quarter period ending on the Statement Date (I.B.1 + I.B.2 + I.B.3 + I.B.4 + I.B.5 + I.B.6 + I.B.7+ I.B.8 + I.B.9 + 1.B.10 + 1.B.11 + I.B.12 - I.B.13):	$____________
	C.	Consolidated Leverage Ratio (I.A.9 / I.B.14):	__.___:1.00
	 	Maximum Permitted:	4.25 to 1.00; provided, that, upon the election of the Borrower, following the consummation of any Permitted Acquisition with total consideration in an aggregate amount greater than or equal to $100,000,000, (i) the Consolidated Leverage Ratio shall be increased to 4.75 to 1.0 for the next four quarterly test dates, and (ii) then shall revert to 4.25 to 1.0 thereafter with a two fiscal quarter period in which the Consolidated Leverage Ratio shall not be greater than 4.25 to 1.00 before the Borrower may elect another such increase.
	 	Covenant Compliance?	 ̈Yes  ̈No





 





	II.	Secured Leverage Ratio – Section 8.11(b)








 


	A.	Consolidated Funded Indebtedness as of the Statement Date (see line I.A.9 above) secured by a Lien on any asset of a Loan Party or any of its Subsidiaries on such date:	$____________
	B.	Consolidated EBITDA for the four fiscal quarter period ending on the Statement  Date (see line I.B.14 above)	$____________
	C.	Secured Leverage Ratio (II.A / II.B.):	__.___:1.00
	 	Maximum Permitted:	3.50:1.00
	 	Covenant Compliance?	 ̈Yes  ̈No







 








	III.	Consolidated Interest Coverage Ratio – Section 8.11(c)











 


	A.	Consolidated EBITDA for the four fiscal quarter period ending on the Statement Date (See line I.B.14 above):	$____________
	B.	The cash portion of Consolidated Interest Charges for the four fiscal quarter period ending on the Statement Date	$____________
	C.	Consolidated Interest Coverage Ratio (III.A / III.B.:	__.___:1.00
	 	Minimum Permitted:	2.50:1.00
	 	Covenant Compliance?	 ̈Yes  ̈No










 



     


    


    




 





Annex A


 


COMMITMENTS AND APPLICABLE
PERCENTAGES


 


	Lender	 	Revolving 
 Commitment	 	 	Applicable Percentage of
 Aggregate Revolving
 Commitments	 
	Wells Fargo Bank, National Association	 	$	105,000,000.00	 	 	 	26.250000000	%
	Citibank, N.A.	 	$	105,000,000.00	 	 	 	26.250000000	%
	Bank of America, N.A.	 	$	80,000,000.00	 	 	 	20.000000000	%
	Branch Banking and Trust Company	 	$	70,000,000.00	 	 	 	17.500000000	%
	Comerica Bank, N.A.	 	$	40,000,000.00	 	 	 	10.000000000	%
	TOTAL:	 	$	400,000,000.00	 	 	 	100.000000000	%