Exhibit 10.3


 


EXECUTION VERSION


 


CREDIT AGREEMENT


 


Dated as of July 21, 2014


 


among


 


THE KEYW CORPORATION,


as the Borrower,


 


THE OTHER LOAN PARTIES IDENTIFIED HEREIN,


as the Guarantors,


 


ROYAL BANK OF CANADA,


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


 


and


 


THE OTHER LENDERS PARTY HERETO


 


Arranged By:


 


RBC CAPITAL MARKETS*,


 


as Lead Arranger and Bookrunner


 


*RBC Capital Markets is a brand name for
the capital markets activities of Royal Bank of Canada and its affiliates


 




    	 



    	 



    

 


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; Calculation of Financial Covenants on a Pro Forma Basis.	27
	1.04	 	Rounding.	28
	1.05	 	Times of Day.	28
	Article II THE COMMITMENTS AND CREDIT EXTENSIONS	29
	2.01	 	Commitments.	29
	2.02	 	Borrowings, Conversions and Continuations of Loans.	29
	2.03	 	Letters of Credit.	30
	2.04	 	Swing Line Loans.	37
	2.05	 	Prepayments.	40
	2.06	 	Termination or Reduction of Commitments.	41
	2.07	 	Repayment of Loans.	42
	2.08	 	Interest.	42
	2.09	 	Fees.	43
	2.10	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	43
	2.11	 	Evidence of Debt.	44
	2.12	 	Payments Generally; Administrative Agent’s Clawback.	44
	2.13	 	Sharing of Payments by Lenders.	46
	2.14	 	Cash Collateral.	46
	2.15	 	Defaulting Lenders.	47
	Article III TAXES, YIELD PROTECTION AND ILLEGALITY	49
	3.01	 	Taxes.	49
	3.02	 	Illegality.	52
	3.03	 	Inability to Determine Rates.	52
	3.04	 	Increased Costs.	53
	3.05	 	Compensation for Losses.	54
	3.06	 	Mitigation of Obligations; Replacement of Lenders.	54
	3.07	 	Survival.	55
	Article IV GUARANTY	55
	4.01	 	The Guaranty.	55
	4.02	 	Obligations Unconditional.	56
	4.03	 	Reinstatement.	56
	4.04	 	Certain Additional Waivers.	57
	4.05	 	Remedies.	57
	4.06	 	Rights of Contribution.	57
	4.07	 	Guarantee of Payment; Continuing Guarantee.	57
	4.08	 	Keepwell.	57
	Article V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	58
	5.01	 	Conditions of Effectiveness.	58
	5.02	 	Conditions to all Credit Extensions.	60
	Article VI REPRESENTATIONS AND WARRANTIES	60
	6.01	 	Existence, Qualification and Power.	60
	6.02	 	Authorization; No Contravention.	60
	6.03	 	Governmental Authorization; Other Consents.	61
	6.04	 	Binding Effect.	61
	6.05	 	Financial Statements; No Material Adverse Effect.	61
	6.06	 	Litigation.	62


 


    	 



    	 



    

 

	6.07	 	No Default.	62
	6.08	 	Ownership of Property; Liens.	62
	6.09	 	Environmental Compliance.	62
	6.10	 	Insurance.	63
	6.11	 	Taxes.	63
	6.12	 	ERISA Compliance.	63
	6.13	 	Subsidiaries.	64
	6.14	 	Margin Regulations; Investment Company Act.	64
	6.15	 	Disclosure.	64
	6.16	 	Compliance with Laws.	65
	6.17	 	Intellectual Property; Licenses, Etc.	65
	6.18	 	Solvency.	65
	6.19	 	Perfection of Security Interests in the Collateral.	65
	6.20	 	Business Locations; Taxpayer Identification Number.	65
	6.21	 	Labor Matters.	66
	6.22	 	No Debarment.	66
	6.23	 	OFAC.	66
	6.24	 	PATRIOT ACT; Embargoed Person/ FCPA.	66
	Article VII AFFIRMATIVE COVENANTS	67
	7.01	 	Financial Statements.	67
	7.02	 	Certificates; Other Information.	67
	7.03	 	Notices.	69
	7.04	 	Payment of Taxes.	70
	7.05	 	Preservation of Existence, Etc.	70
	7.06	 	Maintenance of Properties.	70
	7.07	 	Maintenance of Insurance.	71
	7.08	 	Compliance with Laws.	71
	7.09	 	Books and Records.	71
	7.10	 	Inspection Rights.	71
	7.11	 	Use of Proceeds.	72
	7.12	 	Additional Subsidiaries.	72
	7.13	 	Pledged Assets.	72
	7.14	 	Post Closing Matters.	72
	Article VIII NEGATIVE COVENANTS	73
	8.01	 	Liens.	73
	8.02	 	Investments.	74
	8.03	 	Indebtedness.	75
	8.04	 	Fundamental Changes.	77
	8.05	 	Dispositions.	77
	8.06	 	Restricted Payments.	78
	8.07	 	Change in Nature of Business.	79
	8.08	 	Transactions with Affiliates and Insiders.	79
	8.09	 	Burdensome Agreements.	79
	8.10	 	Use of Proceeds.	80
	8.11	 	Passive Nature of the Parent.	80
	8.12	 	Financial Covenants.	80
	8.13	 	Subordinated Indebtedness and Unsecured Indebtedness	80
	8.14	 	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.	81
	8.15	 	Ownership of Subsidiaries.	81
	8.16	 	Sale Leasebacks.	81


 


    	 



    	 



    


 


	Article IX EVENTS OF DEFAULT AND REMEDIES	81
	9.01	 	Events of Default.	81
	9.02	 	Remedies Upon Event of Default.	83
	9.03	 	Application of Funds.	84
	Article X ADMINISTRATIVE AGENT	85
	10.01	 	Appointment and Authority.	85
	10.02	 	Rights as a Lender.	86
	10.03	 	Exculpatory Provisions.KEYW	86
	10.04	 	Reliance by Administrative Agent.	87
	10.05	 	Delegation of Duties.	87
	10.06	 	Resignation of Administrative Agent.	87
	10.07	 	Non-Reliance on Administrative Agent and Other Lenders.	88
	10.08	 	No Other Duties; Etc.	88
	10.09	 	Administrative Agent May File Proofs of Claim.	88
	10.10	 	Collateral and Guaranty Matters.	89
	Article XI MISCELLANEOUS	89
	11.01	 	Amendments, Etc.	90
	11.02	 	Notices; Effectiveness; Electronic Communications.	91
	11.03	 	No Waiver; Cumulative Remedies; Enforcement.	93
	11.04	 	Expenses; Indemnity; and Damage Waiver.	94
	11.05	 	Payments Set Aside.	96
	11.06	 	Successors and Assigns.	96
	11.07	 	Treatment of Certain Information; Confidentiality.	100
	11.08	 	Set-off.	100
	11.09	 	Interest Rate Limitation.	101
	11.10	 	Counterparts; Integration; Effectiveness.	101
	11.11	 	Survival of Representations and Warranties.	101
	11.12	 	Severability.	102
	11.13	 	Replacement of Lenders.	102
	11.14	 	Governing Law; Jurisdiction; Etc.	103
	11.15	 	Waiver of Jury Trial.	103
	11.16	 	No Advisory or Fiduciary Responsibility.	104
	11.17	 	Electronic Execution of Assignments and Certain Other Documents.	104
	11.18	 	Subordination of Intercompany Indebtedness.	104
	11.19	 	USA PATRIOT Act.	106


 




    	 



    	 



    

 


	SCHEDULES	 
	 	 	 
	1.01	 	Specified Shareholders
	2.01	 	Commitments and Applicable Percentages
	6.13	 	Subsidiaries
	6.17	 	IP Rights
	6.20-1	 	Locations of Real Property
	6.20-2	 	Location of Chief Executive Office, Taxpayer Identification Number, Etc.
	6.20-3	 	Changes in Legal Name, State of Formation and Structure
	6.22	 	Investigations and Inquiries
	7.14	 	Post-Closing Matters
	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
	 	 	 
	2.02	 	Form of Loan Notice
	2.04	 	Form of Swing Line Loan Notice
	2.05	 	Form of Mandatory Prepayment Notice
	2.11	 	Form of Note
	7.02	 	Form of Compliance Certificate
	7.12	 	Form of Joinder Agreement
	11.06	 	Form of Assignment and Assumption


 




    	 



    	 



    

 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of July 21, 2014, among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”), the
Guarantors, the Lenders and ROYAL BANK OF CANADA, as Administrative Agent, Swing Line Lender and L/C Issuer.


 


WHEREAS, the Borrower
has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Maturity
Date, in an aggregate principal amount at any time outstanding not in excess of $42,500,000. The Borrower also has requested the
Swing Line Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans,
in an aggregate principal amount at any time outstanding not in excess of $10,000,000, and the L/C Issuer to issue Letters of Credit,
in an aggregate face amount at any time outstanding not in excess of $15,000,000, in each case, to the extent that after giving
effect thereof the Total Revolving Outstanding does not exceed the Revolving Commitments;


 


WHEREAS, the proceeds
of the Revolving Loans and the Swing Line Loans, together with the proceeds of the Convertible Notes, are to be used solely (a)
to refinance the revolving loans and term loans under the Existing Credit Agreement, (b) to finance ongoing working capital needs
and other general corporate purposes, including to finance Permitted Acquisitions, and (c) to pay fees and expenses in connection
with the foregoing. The Letters of Credit will be used solely to support payment obligations incurred in the ordinary course of
business by the Borrower and its Subsidiaries;


 


WHEREAS, the Lenders
are willing to extend such credit to the Borrower and the L/C Issuer is willing to issue Letters of Credit on the terms and subject
to the conditions set forth herein; and


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each of the parties hereto, 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:


 


“Accounting
Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto
or any governmental, quasi-governmental or self-regulatory agency or authority with similar functions or authority over financial
reporting).


 


“Acquisition”
means, with respect to any Person, 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, division or operating group of, another
Person or (b) at least a majority of the Equity Interests of another Person entitled to vote for members of the board of directors
or equivalent governing body of such Person, in each case whether or not involving a merger or consolidation with such other Person.


 




    	 



    	 



    

 


“Acquisition
Information” means, with respect to any Acquisition, (a) a summary in reasonable detail of the terms and conditions including
price and method of payment; (b) the purchase agreement (or the then current draft thereof); and (c) if (and only if) available
to any Loan Party or any of its Subsidiaries without the incurrence of any additional costs by any such Person, (i) a copy of the
annual consolidated financial statements for the most recent fiscal year of the Acquisition Target for which financial statements
are available and, if such financial statements are audited, the report of the independent public accountant; (ii) a copy of the
interim consolidated financial statements for the most recent fiscal period of the Acquisition Target for which financial statements
are available; and (iii) a contract backlog report of the Acquisition Target and its Subsidiaries as of the end of the most recent
fiscal period of the Acquisition Target for which such report is available.


 


“Acquisition
Target” means, with respect to an Acquisition, the property or Person acquired in such Acquisition.


 


“Administrative
Agent” means Royal Bank of Canada 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 of which the Administrative Agent may from time to time notify the Borrower and the
Lenders.


 


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


 


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


 


“Agreement”
means this Credit Agreement.


 


“Applicable
Percentage” means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at
any time, the percentage (carried out to the ninth decimal place) of the Revolving Commitments represented by such Lender’s
Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; 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 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. The Applicable
Percentage of each Lender is set forth opposite the name of such Lender in Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto.


 


“Applicable
Period” means 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).


 


“Applicable
Rate” means the following percentages per annum, based upon the Consolidated Senior Secured 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 Senior Secured
 Leverage Ratio	 	Eurodollar Rate
 Loans	 	 	Base Rate 
Loans	 
	 	1	 	 	< 0.50:1.00	 	 	2.75	%	 	 	1.75	%
	 	2	 	 	≥ 0.50:1.00 but < 1.00:1.00	 	 	3.00	%	 	 	2.00	%
	 	3	 	 	≥ 1.00:1.00	 	 	3.50	%	 	 	2.50	%





 




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Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Senior Secured Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is 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 3 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 first Business Day immediately following the date on which such Compliance
Certificate is delivered in accordance with Section 7.02(b). The Applicable Rate in effect from the Closing 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 fiscal quarter ending September 30, 2014 shall be determined based upon Pricing Tier 1. Notwithstanding
anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject
to the provisions of Section 2.10(b).


 


“Approved
Bank” has the meaning specified in the definition of “Cash Equivalents.”


 


“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.


 


“Arranger”
means RBC Capital Markets in its capacity lead arranger and bookrunner.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form
of Exhibit 11.06 or any other form approved by the Administrative Agent.


 


“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, 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 Parent and its Subsidiaries for the fiscal year ended
December 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of
the Parent and its Subsidiaries for such fiscal year, including the notes thereto.


 


“Auto Borrow
Agreement” has the meaning specified in Section 2.04(g).


 


“Auto Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii).


 




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“Auto-Reinstatement
Letter of Credit” has the meaning specified in Section 2.03(b)(iv).


 


“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 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.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.0%, (b) the Prime
Rate and (c) the Eurodollar Rate plus 1.0%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate
or the Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds
Rate or the Eurodollar Rate, respectively.


 


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


 


“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 in New York City are authorized
to close under the Laws of, or are in fact closed in, New York State and, if such day relates to any Eurodollar Rate Loan or any
Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, means any such day that is also a London Banking Day.


 


“Businesses”
has the meaning specified in Section 6.09(a).


 


“Capital Lease”
means, as applied to any Person, any lease of any property by that Person as lessee that is required to be accounted for as a capital
lease on the balance sheet of that Person.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer
or the Swing Line Lender (as applicable) and the Lenders, as collateral for the L/C Obligations, Obligations in respect of Swing
Line Loans or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or
deposit account balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion,
other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent
and (b) the L/C Issuer or the Swing Line Lender (as applicable).


 


“Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 




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“Cash Equivalents”
means, as at any date, (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 of recognized standing having capital and surplus in excess of $500 million 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 270 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 six 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 million 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) 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 reputable financial institutions having
capital of at least $500 million and the portfolios of which are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any Law, (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, the Dodd Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines and directives thereunder or issued in connection therewith and
all requests, rules, guidelines or directives promulgated by the Bank of 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 be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


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


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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 Exchange Act, 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 (i) in the case of any “person” or
“group” that is a Specified Shareholder, more than fifty percent (50%) of the Voting Equity Interests of the Parent
or (ii) in the case of any other “person” or “group”, more than thirty-five percent (35%) of the Voting
Equity Interests of the Parent;


 


(b)          during
any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination
for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation
for the election of one or more directors by or on behalf of the board of directors);


 




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(c)          the
passage of thirty days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, directly or indirectly, control over (i) in the case of any Specified Shareholder, more than fifty percent (50%)
of the Voting Equity Interests of the Parent or (ii) in the case of any other Person, more than thirty-five percent (35%) of the
Voting Equity Interests of the Parent;


 


(d)          the
Parent shall at any time cease to own and Control, legally and beneficially, all of the outstanding Equity Interests in the Borrower;
or


 


(e)          
a “Fundamental Change” (as defined in the Convertible Notes Indenture) or similar event, however defined, occurs and
the effect of such event is to permit any holders of Convertible Notes to require the Convertible Notes to be repaid or repurchased.


 


“Closing Date”
means July 21, 2014.


 


“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 7.13.


 


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


 


“Commitment”
means, as to each Lender, the Revolving Commitment of such Lender.


 


“Commitment
Fee” has the meaning specified in Section 2.09(a).


 


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


 


“Consolidated
Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital
expenditures except expenditures (i) made to replace assets subject to any casualty or condemnation event with the proceeds of
insurance or condemnation proceeds or (ii) funded with the proceeds from the issuance of Equity Interests which such Equity Interests
were issued for the purpose of such expenditure.


 


“Consolidated
Cash Interest Charges” means, for any period, for the Parent 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 and paid (or required to be paid) in cash during such period , plus (b) the portion
of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP and paid (or
required to be paid) in cash during such period plus (c) the implied interest component of Synthetic Leases with respect
to such period.


 


“Consolidated
Cash Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period
of the four fiscal quarters most recently ended minus Taxes paid in cash by the Parent or any of its Subsidiaries during
such period to (b) Consolidated Cash Interest Charges for the period of the four fiscal quarters most recently ended.


 




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“Consolidated
EBITDA” means, for any period, for the Parent and its Subsidiaries on a consolidated basis, an amount equal to the sum
of (a) Consolidated Net Income for such period plus (b) the following to the extent deducted in calculating such Consolidated
Net Income: (i) the amount of interest expense for such period, (ii) extraordinary losses, (iii) the provision for Taxes payable
for such period, (iv) the amount of depreciation and amortization expense for such period, (v) non-cash stock based compensation
expenses, (vi) the amount of any net losses from discontinued operations in accordance with GAAP (to the extent not already deducted
from the calculation Consolidated Net Income pursuant to the definition thereof), (vii) any non-cash loss attributable to the mark
to market movement in the valuation of hedging obligations (to the extent the cash impact resulting from such loss has not been
realized) pursuant to Financial Accounting Standards Accounting Standards Codification No. 815—Derivatives and Hedging; (viii)
any non-recurring non-capitalized fees and expenses resulting from debt financings, debt and equity issuances, Permitted Acquisitions
(including any bonus, retention or success payments that are not consistent with KEYW incentive plans) and Dispositions otherwise
permitted under the terms of this Agreement, whether or not such transaction is consummated, (ix) non-cash charges except to the
extent such charges are reserves for future cash charges, (x) cost savings in connection with any Permitted Acquisition associated
with (A) the severance, retention, transfer or relocation of employees, (B) the relocation or closure of locations and (C) costs
of prior owners which are not applicable after the closing of such Permitted Acquisition, (xi) the amount of “run rate”
cost savings realized by the Parent and its Subsidiaries as a result of specified actions taken during such period (which cost
savings shall be (A) reasonably identifiable and factually supportable and (B) calculated as though such cost savings had been
realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions during a prior
period; provided that it is understood and agreed that “run rate” shall mean the full recurring benefit that is associated
with any action taken, and (xii) litigation and settlement costs reported during such period as part of the Exelis, Inc. Settlement;
provided, however, that add-backs pursuant to clauses (ix), (x) and (xi) may not, in the aggregate, account for more
than 10% of Consolidated EBITDA, determined without giving effect to the subject transaction or its pro forma effect on Consolidated
EBITDA, and minus (c) the following to the extent included in calculating such Consolidated Net Income: (x) non-cash gains and
(y) extraordinary gains.


 


“Consolidated
Funded Indebtedness” means Funded Indebtedness of the Parent and its Subsidiaries on a consolidated basis.


 


“Consolidated
Net Income” means, for any period, for the Parent and its Subsidiaries on a consolidated basis, net income (excluding
(a) income or loss from discontinued operations and (b) extraordinary items) for such period.


 


“Consolidated
Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness
excluding any portion of Consolidated Funded Indebtedness that is unsecured to (b) Consolidated EBITDA for the period of the
four fiscal quarters most recently ended.


 


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


 




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“Consolidated
Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness excluding
(i) up to $25,000,000 in unrestricted cash and Cash Equivalents of the Loan Parties that is available as of such date and is not
subject to any Liens other than Liens securing Obligations or permitted under Section 8.01(c), (m) or (o) and (ii) any deferred
purchase price obligation in connection with Acquisitions as of such date (which excludes from Consolidated Funded Indebtedness,
for the avoidance of doubt, any earn-out obligation) to (b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended.


 


“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 5% or more of the securities having ordinary
voting power for the election of directors, managing general partners or the equivalent.


 


“Convertible
Notes” means the 2.50% convertible senior notes due 2019 issued by the Borrower in an aggregate principal amount of $130,000,000
(or up to $149,500,000 if the underwriters of the Convertible Notes offering exercise their over-allotment option) pursuant to
the Convertible Notes Indenture.


 


“Convertible
Note Documents” means the Convertible Notes Indenture, the Convertible Notes and all documents entered into in connection
therewith.


 


“Convertible
Notes Indenture” means the Indenture, dated as of July 21, 2014 between the Borrower and the Convertible Notes Trustee
governing the Convertible Notes.


 


“Convertible
Notes Trustee” means Wilmington Trust, National Association, in its capacity as the trustee under the Convertible Note
Documents, and its successors and assigns in such capacity.


 


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


 


“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 and (b) when used with respect to Letter of Credit Fees, a
rate equal to the Applicable Rate for Revolving Loans that are Eurodollar Rate Loans plus 2% per annum.


 




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“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that, as reasonably determined by the Administrative Agent,
(a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect
of Letters of Credit or Swing Line Loans, within two Business Days of the date required to be funded by it hereunder, (b) has notified
the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement
to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit,
(c) has failed, within two Business Days after request by the Administrative Agent, to certify in writing, or otherwise confirm
in a manner satisfactory to the Administrative Agent, that it will comply with its funding obligations, 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 a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of
or acquiescence in any such proceeding or appointment; 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.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by the Parent 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 (a) the disposition
of inventory in the ordinary course of business; (b) the disposition of machinery and equipment no longer used or useful in the
conduct of business of the Borrower and its Subsidiaries in the ordinary course of business; (c) the disposition 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) the disposition 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 Parent and
its Subsidiaries; (f) the sale or disposition of Cash Equivalents for fair market value; (g) any Recovery Event; and (h) any other
disposition having a value not in excess of $1,500,000.


 


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


 


“Domestic
Subsidiary” means any Subsidiary of the Borrower or any Subsidiary of the Borrower’s Subsidiaries that is organized
under the laws of any political subdivision of the United States.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b) (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 governmental restrictions
relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Parent 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.


 




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


 


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


 


“ERISA Affiliate”
means any person or any trade or business (whether or not incorporated) under common control with any Loan Party 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) or treated as a single employer under such sections of the Internal
Revenue Code.


 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Loan Party 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 a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization or has become insolvent; (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, or the institution by the PBGC of proceedings to terminate
a Pension Plan; (e) any other 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; (f) the determination that any Pension Plan is considered
an at-risk plan or that a plan is 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; (g) 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 any Loan Party or any ERISA Affiliate; or (h) the imposition
of a lien under Section 412 or 430(k) of the Internal Revenue Code or Section 303, 4062(e) or 4068 of ERISA on any property (or
rights to property, whether real or personal) of a Loan Party or any ERISA Affiliate.


 


“Eurodollar
Base Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the
ICE Benchmark Administration London Interbank Offered Rate (“LIBOR”), as published by Reuters (or such other
commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time)
at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such
rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the average
of the rates at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would
be offered to major banks in the London interbank Eurodollar market at their request at approximately 11:00 a.m. (London time)
two London Banking Days prior to the commencement of such Interest Period.


 


“Eurodollar
Rate” means (a) for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by the
Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Eurodollar Rate Loan
for such Interest Period by (ii) one minus the Eurodollar Reserve Percentage for such Eurodollar Rate Loan for such Interest Period
and (b) for any day with respect to any Base Rate Loan bearing interest at a rate based on the Eurodollar Rate, a rate per annum
determined by the Administrative Agent to be equal to the quotient obtained by dividing (i) the Eurodollar Base Rate for such Base
Rate Loan for such day by (ii) one minus the Eurodollar Reserve Percentage for such Base Rate Loan for such day.


 




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“Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on the “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 and for each outstanding Base Rate Loan bearing interest at a rate based on the Eurodollar Rate 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.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Excluded
Property” means, with respect to any Loan Party, (a) any owned or leased real property which is located outside of the
United States, unless requested by the Administrative Agent or the Required Lenders, (b) unless requested by the Administrative
Agent or the Required Lenders, any IP Rights for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial
Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, (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) Excluded Minority Interests (as defined in the Security Agreement) and (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.


 


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


 




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“Excluded
Taxes” means, with respect to 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 the Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the
Internal Revenue Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii),
(d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13),
any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the
Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section
3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation
of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant
to Section 3.01(a)(ii) or (c), and (e) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exelis, Inc.
Settlement” means that certain confidential settlement entered into on October 17, 2013 by the Borrower and individual
defendants relating to the outstanding litigation originally filed on June 14, 2013 against the Borrower and certain of its employees
by Exelis, Inc. and EVI Technology, LLC, which settlement shall be paid in installments on November 2013 and May 2014 and reflected
as a non-operating expense in the third quarter of 2013.


 


“Existing
Credit Agreement” means that amended and restated credit agreement dated as of November 20, 2012 (as further amended,
supplemented or otherwise modified from time to time prior to the date hereof) entered into between the Borrower, the Guarantors,
the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent.


 


“Facilities”
has the meaning specified in Section 6.09(a).


 


“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 date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), and any regulations promulgated thereunder or
official interpretations thereof.


 


“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 immediately 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 charged to the Administrative Agent on such day on such transactions as determined by the
Administrative Agent.


 


“Fee Letter”
means the engagement and fee letter dated as of July 17, 2014 among the Borrower and the Arranger.


 


“Foreign Lender”
means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes
(including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each
State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 




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“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary (other than the Borrower).


 


“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 or Cash
Collateralized 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.


 


“Funded 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, whether current or long-term, for borrowed money (including the Obligations (other than obligations under Swap Contracts))
and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;


 


(b)          all
purchase money indebtedness;


 


(c)          the
principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased
by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business);


 


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


 


(e)          all
obligations in respect of the deferred purchase price of property or services (including deferred purchase price obligations (including
earn-out obligations) in connection with Acquisitions but excluding trade accounts payable in the ordinary course of business and,
in each case, not past due for more than 60 days after the date on which such trade account payable was created). Notwithstanding
anything herein to the contrary, post-closing net working capital adjustments in connection with Acquisitions shall not be deemed
Funded Indebtedness;


 


(f)          the
Attributable Indebtedness of Capital Leases, Sale and Leaseback Transactions, Synthetic Leases and Securitization Transactions;


 


(g)          all
obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity
Interests, 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
Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed;


 




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(i)          all
Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and


 


(j)          all
Funded Indebtedness of the types referred to in clauses (a) through (i) 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,
except to the extent that Funded Indebtedness is expressly made non-recourse to such Person.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 


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


 


“Government
Contract” means any contract with the United States government or any department, agency or instrumentality thereof under
which the Borrower or any Subsidiary is a prime contractor or a subcontractor.


 


“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 (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, however, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. 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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“Guarantors”
means, collectively, (a) the Parent, (b) each Domestic Subsidiary identified as a “Guarantor” on the signature
pages hereto, (c) each Person that joins as a Guarantor pursuant to Section 7.12 or otherwise 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 Lenders 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.


 


“Holder”
has the meaning specified in Section 11.18.


 


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


 


“ICE Benchmark
Administration London Interbank Offered Rate” means the London interbank offered rate determined by the ICE Benchmark
Administration from time to time.


 


“Immaterial
Subsidiary” means, at any date of determination, any Subsidiary of the Borrower (a) whose total assets (when combined
with the assets of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) at the last day of the most
recently completed fiscal quarter of the Parent ended on or prior to such determination date were an amount equal to or less than
1.5% of the Consolidated Total Assets of the Parent and its Subsidiaries at such date and (b) whose gross revenues (when combined
with the revenues of such Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for the most recently completed
fiscal quarter of the Parent ended on or prior to such determination date were an amount equal to or less than 3% of the consolidated
gross revenues of the Parent and its Subsidiaries for such Test Period, in each case determined in accordance with GAAP.


 


“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
Funded Indebtedness;


 


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


 


(c)          all
Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person;


 


(d)          all
Indebtedness of the types referred to in clauses (a) through (c) 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,
unless such Indebtedness is expressly made non-recourse to such Person.


 


Notwithstanding anything herein to the
contrary, post-closing net working capital adjustments and earn-outs in connection with Acquisitions shall not be deemed Indebtedness.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes or Other Taxes.


 


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


 


“Information”
has the meaning specified in Section 11.07.


 




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“Intercompany
Indebtedness” means Indebtedness owing by a Loan Party to another Loan Party.


 


“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 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, 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 or six 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.


 


“Interim Financial
Statements” means the unaudited consolidated and consolidating financial statements of the Parent and its Subsidiaries
for the fiscal quarter ending March 31, 2014, including balance sheets and statements of income or operations, shareholders’
equity and cash flows.


 


“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, 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).


 


“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 7.12 executed and delivered by a Domestic Subsidiary in accordance
with the provisions of Section 7.12.


 




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


 


“L/C Advance”
means, with respect to each 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 Royal Bank of Canada 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 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.


 


“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, as the context requires, 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.


 


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


 


“Letter of
Credit Sublimit” means an amount equal to the lesser of (a) the Revolving Commitments and (b) $15,000,000. The Letter
of Credit Sublimit is part of, and not in addition to, the 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).


 




    	17



    	 



    

 


“Liquidity”
means, as of any date of determination, the sum of (a) all cash and Cash Equivalents of the Loan Parties on such date that (i)
do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Parent and
(ii) is not subject to any Liens other than Liens securing Obligations or permitted under Section 8.01(c), (m) or (o) plus
(b) the aggregate availability under the Revolving Commitments.


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents, any agreement creating
or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement and the Fee Letter.


 


“Loan Notice”
means a notice of (a) a Borrowing of Revolving Loans, (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.


 


“Maker”
has the meaning specified in Section 11.18.


 


“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 rights and remedies of the Administrative Agent or any Lender under any Loan Document to which it
is a party; (c) a material impairment of the ability of the Loan Parties, taken as a whole, to perform its obligations under any
Loan Document; or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.


 


“Material
Indebtedness” means (a) any Subordinated Indebtedness and (b) any other Indebtedness of the Loan Parties or any of their
Subsidiaries (other than Indebtedness arising under the Loan Documents, Indebtedness arising under Swap Contracts and Intercompany
Indebtedness) having, in either case, 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.


 


“Maturity
Date” means the earlier of (a) the fifth anniversary of the Closing Date, or (b) the date that is 180 days prior to the
scheduled maturity date of the Convertible Notes, as in effect on the date hereof, unless the Convertible Notes are converted into
equity, repaid or refinanced in accordance with Section 8.03(c); provided, however, that if such date is not
a Business Day, then the Maturity Date shall be the immediately preceding Business Day.


 


“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 any Loan Party 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.


 




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“Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (including any Loan Party 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” shall mean (a) with respect to any Disposition, the cash proceeds (including cash proceeds subsequently
received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including
reasonable broker’s fees or commissions, legal fees, transfer and similar taxes payable by the Parent or its Subsidiaries
to any unaffiliated third-party as a direct consequence such Disposition and the Parent’s or the Borrower’s good faith
estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance
with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Disposition;
provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute
Net Cash Proceeds, and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness
for borrowed money (other than the Obligations) which is secured by the asset sold in such Disposition and which is required to
be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however,
that, if (x) the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent
within five Business Days after receipt of any such Net Cash Proceeds setting forth the Borrower’s intent to reinvest such
proceeds in productive assets of a kind then used or usable in the business of the Borrower and the Subsidiaries within one year
of receipt of such proceeds (and, in the case of any commitment to reinvest, such proceeds are so reinvested within 180 days after
the end of such one year period) and (y) no Default or Event of Default shall have occurred and be continuing at the time
such certificate is delivered, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end
of such one-year period, at which time such proceeds shall be deemed to be Net Cash Proceeds (as if committed during such one year
period as provided above at the end of such 180 days after such period); and (b) with respect to any issuance or disposition
of Indebtedness, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses (including
repurchase obligations to the extent reserved in accordance with GAAP) incurred in connection therewith.


 


“Non-Compliance
Lender” has the meaning specified in Section 2.06(c).


 


“Non-Consenting
Lender” has the meaning specified in Section 11.13.


 


“Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


 


“Non-Reinstatement
Deadline” has the meaning specified in Section 2.03(b)(iv).


 


“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 or Letter of Credit (other than any Excluded Swap Obligations), 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. The foregoing shall also include (a) all obligations under any Swap Contract (other than any Excluded
Swap Obligations) between the Borrower or any Subsidiary and any Lender or Affiliate of a Lender that is permitted to be incurred
pursuant to Section 8.03(e) and (b) all obligations under any Treasury Management Agreement to the extent required under
such Treasury Management Agreement.


 




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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.


 


“Original
Closing Date” means October 1, 2012.


 


“Other Taxes”
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.


 


“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.


 


“Parent”
means The KEYW Holding Corporation, a Maryland corporation.


 


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


 


“Patriot Act”
has the meaning specified in Section 6.24.


 


“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 any Loan Party or 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.


 


“Permitted
Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided that:


 


(a)          no
Default shall have occurred and be continuing or would result from such Acquisition;


 




    	20



    	 



    

 


(b)          the
Acquisition Target is in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing
Date (or any reasonable extensions or expansions thereof);


 


(c)          in
the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body)
of such other Person shall have duly approved such Acquisition;


 


(d)          the
representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects
at and as if made as of the date of such Acquisition (after giving effect thereto);


 


(e)          immediately
after giving effect to such Acquisition, there shall be at least $7,500,000 of Liquidity;


 


(f)          if
the aggregate cash and non-cash consideration for such Acquisition exceeds $10,000,000, the portion of the Consolidated EBITDA
attributable to such Acquisition Target for the period of four fiscal quarters most recently ended for which financial statements
of the Acquisition Target are available shall be greater than $0;


 


(g)          the
Borrower shall have delivered the Acquisition Information to the Administrative Agent by:


 


(i)          the
date five (5) Business Days prior to the consummation of such Acquisition if after giving effect to such Acquisition on a Pro Forma
Basis (A) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the Applicable Period would be equal to or
greater than 1.75:1.00 or (B) the Consolidated Total Leverage Ratio recomputed as of the end of the Applicable Period would be
equal to or greater than 3.50:1.00.


 


(ii)         the
date twenty (20) days after the consummation of such Acquisition if delivery is not required by the date five (5) Business Days
prior to the consummation of such Acquisition pursuant to clause (i) above; and


 


(h)          the
Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect
to such Acquisition on a Pro Forma Basis (i) the Loan Parties would be in compliance with the financial covenants set forth in
Section 8.12 recomputed as of the end of the Applicable Period, (ii) the Consolidated Senior Secured Leverage Ratio recomputed
as of the end of the Applicable Period would not be greater than 2.00:1.00 and (iii) the Consolidated Total Leverage Ratio recomputed
as of the end of the Applicable Period would not be greater than 3.75:1.00.


 


“Permitted
Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on
the Parent’s common stock purchased by the Parent in connection with the issuance of the Convertible Notes; provided
that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Parent from the sale of any
related Permitted Warrant Transaction, does not exceed the net proceeds received by the Parent from the sale of the Convertible
Notes; and provided further that such Permitted Bond Hedge Transaction does not require that the Parent or any Subsidiary
pay cash or Cash Equivalents to the counterparty in connection with a settlement, exercise or early termination of such Permitted
Bond Hedge Transaction or otherwise in connection therewith (other than the payment of the initial premium to purchase such Permitted
Bond Hedge Transaction and any cash paid in lieu of fractional shares).


 




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


 


“Permitted
Restricted Payments” has the meaning specified in Section 8.06(c).


 


“Permitted
Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction)
on the Parent’s common stock sold by the Parent substantially concurrently with any purchase by the Parent of a related Permitted
Bond Hedge Transaction with a strike price higher than the strike price of the Permitted Bond Hedge Transaction; provided
that (i) such Permitted Warrant Transaction does not require the Parent or any Subsidiary to pay cash or Cash Equivalents to the
counterparty in connection with a settlement, exercise or early termination of such Permitted Warrant Transaction or otherwise
in connection therewith (other than, in the case of an early termination of such Permitted Warrant Transaction, pursuant to customary
exceptions (substantially similar to or no more onerous on the Parent and its Subsidiaries than such exceptions in the warrants
with respect to the Convertible Notes) to the right of an issuer to settle the relevant close-out amount, cancellation amount or
other similar payment obligation in shares, and other than cash paid in lieu of fractional shares), and (ii) that the Parent or
any Subsidiary shall not elect to pay cash or Cash Equivalents to the counterparty in connection with such Permitted Warrant Transaction
prior to the Maturity Date


 


“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 any Loan Party or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate is or may be required
to contribute on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 7.02.


 


“Prime Rate”
means the rate of interest per annum determined from time to time by Royal Bank of Canada (or any successor to Royal Bank of Canada
in its capacity as Administrative Agent) as its prime commercial lending rate in effect at its principal office in New York City.
The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.
Any change in the prime rate determined by the Administrative Agent shall take effect at the opening of business on the date of
such determination. Each interest rate based upon the Base Rate shall be adjusted simultaneously with any change in the Base Rate.


 


“Pro Forma
Basis” means, with respect to any transaction, that for purposes of calculating the financial covenants set forth in
Section 8.12, 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 the Borrower was required to deliver financial statements pursuant to Section
7.01(a) or (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) 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 Parent 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 factually supportable, and are expected to have a continuing impact, in
each case determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted
by the Staff of the SEC and (ii) any Indebtedness incurred or assumed by the Borrower 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.


 




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“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 8.12 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.


 


“Pro Forma
Financial Statements” means the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March
31, 2014, and the related consolidated pro forma statement of income of the Borrower and its Subsidiaries for the twelve-month
period then ended, which have been prepared giving effect to the Refinancing.


 


“Projections”
means the forecasts, in form reasonably acceptable to the Arranger, of the financial performance of the Borrower and its Subsidiaries
after giving effect to the Refinancing, prepared on an annual basis through the 2017 Fiscal Year.


 


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


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


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


 


“Refinancing”
means the repayment of all the existing third party Indebtedness for borrowed money of the Borrower and its Subsidiaries (other
than Indebtedness permitted under Section 8.03) as of the Closing Date, including Indebtedness under the Existing Credit Agreement,
and the discharge (or the making of arrangements for discharge) of all Liens on assets of the Borrower and its Subsidiaries other
than Liens permitted under Section 8.01.


 


“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
and advisors of such Person and of such Person’s Affiliates.


 


“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.


 




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“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, as of any date of determination, Lenders (and if there is more than one Lender, at least two Lenders)
holding in the aggregate more than 50% of (a) the unfunded Commitments and the outstanding Loans (with the aggregate amount of
each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition) or (b) if the Commitments have been terminated, the outstanding Loans (with the
aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being
deemed “held” by such Lender for purposes of this definition); provided that for purposes of this definition,
a Lender and all Affiliates and Approved Funds thereof shall constitute one Lender. The unfunded Commitments of, and the outstanding
Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Lenders.


 


“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 the Loan Parties, 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).


 


“Revolving
Commitment” means, as to each Lender, the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Commitment, as applicable,
as the same may be (a) reduced from time to time pursuant to Section 2.06, or (b) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 11.06. The aggregate amount of the Revolving
Commitments in effect on the Closing Date is FORTY TWO MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($42,500,000).


 


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


 


“Royal Bank
of Canada” means Royal Bank of Canada and its successors.


 


“S&P”
means Standard & Poor’s Ratings Services, a division 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.


 




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


 


“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 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.


 


“Solvent”
or “Solvency” means, with respect to any Person, on a consolidated basis to the extent such person has any Subsidiaries,
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 at the time of incurrence
to 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 or a transaction, and is not about to engage in a business or
a transaction, for which such Person’s property would constitute unreasonably small capital, (d) the fair value of the assets
of such Person is greater than the total amount of liabilities of such Person, (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 and (f) such Person does not intend, in any transaction, to hinder, delay or defraud either present
or future creditors or any other person to which such Person is or will become, through such transaction, indebted. 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.


 


“Specified
Shareholders” means the Persons identified on Schedule 1.01.


 


“Subordinated
Indebtedness” means Indebtedness of the Borrower or any Subsidiary which is subordinated or junior in right of payment
to the Obligations pursuant to a written agreement or undertaking in form and substance reasonably satisfactory to the Administrative
Agent.


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares
of Equity Interests entitled to vote for members of the board of directors or equivalent governing body 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 direct or indirect Subsidiary or Subsidiaries of the Parent or the Borrower, as appropriate.


 


“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;
provided that any agreements or arrangements related to a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction
shall not be deemed a Swap Contract.


 




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“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any Swap Contract, agreement, contract or transaction
that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“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 Royal Bank of Canada 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 the lesser of (a) $10,000,000 and (b) the Revolving Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Revolving Commitments.


 


“Synthetic
Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an
operating lease or does not otherwise appear on a balance sheet under GAAP.


 


“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.


 


“Threshold
Amount” means $3,000,000.


 


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


 


“Treasury
Management Agreement” means an agreement, if any, between a Loan Party or an Affiliate of a Loan Party and the Administrative
Agent or a Lender or an Affiliate of the Administrative Agent or a Lender governing the provision of treasury or cash management
services, including deposit accounts, overnight drafts, 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.


 




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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).


 


“Voting Equity
Interests” of any Person means Equity Interests of such Person entitled to vote for members of the board of directors
or equivalent governing body of such Person on a fully diluted basis (and taking into account all such securities that such person
or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time).


 


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, as the case may be, provisions consolidating, amending,
replacing or interpreting such law or regulation, and any reference to any law or regulation shall, unless otherwise specified,
refer to such statute or regulation, as the case may be, 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.


 


(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.


 




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1.03         Accounting
Terms; Calculation of Financial Covenants on a Pro Forma Basis.


 


(a)          Generally.
Except as otherwise specifically prescribed herein, 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; provided,
however, that if either the Parent or the Borrower or the Required Lenders notifies the Administrative Agent that it requests
an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date on the operation
of such provision, regardless of whether any such notice is given before or after such Accounting Change, then the Administrative
Agent, the Parent and the Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement
and the other Loan Documents that are directly affected by such Accounting Change with the intent of having the respective positions
of the Lenders, the Parent and the Borrower after such Accounting Change conform as nearly as possible to their respective positions
as of the date of this Agreement (subject to the approval of the Required Lenders”) and, until any such amendments have been
agreed upon, (i) the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred until such request
has been withdrawn or the amendment of such provisions becomes effective under this Agreement and (ii) the Parent or the Borrower
shall provide to the Administrative Agent and the Lenders a written reconciliation (which need not be audited), in form and substance
reasonably satisfactory to the Administrative Agent, between calculations of any applicable ratios, baskets and other requirements
hereunder before and after giving effect to such Accounting Change. Notwithstanding anything to the contrary contained herein,
all leases of the Borrower and its Subsidiaries that are treated as operating leases for purposes of GAAP as of the date of this
Agreement shall continue to be accounted for and treated as operating leases for purposes of the Loan Documents (including for
purposes of the definition of Indebtedness and the references to Capital Lease Obligations) regardless of any change to GAAP following
such date that would otherwise require such leases to be treated as Capitalized Leases and the obligations thereunder as Capital
Lease Obligations. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at
100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities
shall be disregarded.


 


(b)          Calculation
of Financial Covenants on a Pro Forma Basis. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations
of the financial covenants in Section 8.12 (including for purposes of determining the Applicable Rate) shall be made
on a Pro Forma Basis with respect to any Acquisition, Disposition or Recovery Event occurring during the applicable period. All
references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount
for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include
each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest
entity were a Subsidiary as defined herein.


 


1.04         Rounding.


 


Any financial ratios
required to be maintained by the Loan Parties 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).


 




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1.05         Times
of Day.


 


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


 


Article
II


 


THE COMMITMENTS AND
CREDIT EXTENSIONS


 


2.01         Commitments.


 


Subject to the terms
and conditions set forth herein, each Revolving Lender severally agrees to make (or cause its Lending Office to make) revolving
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 Revolving Lender’s
Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstanding shall not exceed the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans
of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving 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.


 


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) one Business Day prior to 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 $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections
2.03(c) and 2.04(b), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or
a whole multiple of $100,000 in excess thereof. Each 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.


 




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(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 Royal Bank
of Canada 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.


 


(c)          During
the existence of a Default, the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.


 


(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 the 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 five Interest Periods in effect with respect to the Revolving 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 Maturity
Date, to issue Letters of Credit in Dollars for the account of the Borrower or any Subsidiary, 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 Outstanding shall not exceed the Revolving Commitments, (y) the aggregate Outstanding Amount of
the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans 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.


 




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(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 such requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


 


(B)         the
expiry date of such requested Letter of Credit would occur after the date twelve months after the Maturity Date, unless all the
Lenders have approved such expiry date.


 


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


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing 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
$100,000;


 


(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(a)(iv)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


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


 


(iv)        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 such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.


 




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(v)         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.


 


(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 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 date twelve months after the Maturity 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 any Loan
Party that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each such case
directing the L/C Issuer not to permit such extension.


 


(iv)        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 permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing
thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement
Letter of Credit has been issued, except as provided in the following sentence, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions
of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement
within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall
not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is
seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected
not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Loan Party that one or more of the applicable
conditions specified in Section 5.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes
of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.


 


(v)         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. 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 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 Revolving Commitments and the conditions set forth in Section
5.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to
this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 




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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 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, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C)
any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that
each Lender’s obligation to make 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.


 




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(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.


 


(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 the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the 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;


 




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(iv)         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


 


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


 


(g)          Applicability
of ISP. 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.


 




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(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable
Rate for Revolving Loans that are Eurodollar Rate Loans times the daily amount available to be drawn under such Letter of
Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with
respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer
pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders
in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant
to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. 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 and on the Maturity Date; 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 0.125% per annum, 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
and on the Maturity Date. 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.


 


(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 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, may in its sole discretion 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 after giving effect to any Swing Line Loan, (i) the Total Revolving Outstanding shall not exceed the Revolving Commitments,
and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. 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.


 




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(b)          Borrowing
Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line
Lender, which may be given by telephone. Each such notice must be received by the Swing Line Lender 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 (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 of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer
of the Borrower. 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.


 


(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 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 Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice).
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 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.


 




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(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.


 


(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, any Subsidiary
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make 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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(g)          Auto
Borrow Arrangement. In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually
agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the
Swing Line Lender, with notice to the Administrative Agent (the “Auto Borrow Agreement”) providing for the automatic
advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the
conditions set forth herein. At any time an Auto Borrow Agreement is in effect, Borrowings of Swing Line Loans under the Auto Borrow
Agreement shall be made in accordance with the terms of the Auto Borrow Agreement. For purposes of determining the Total Revolving
Outstanding at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall
be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed
under such Auto Borrow Agreement at such time.


 


2.05         Prepayments.


 


(a)          Voluntary
Prepayments of Loans.


 


(i)          Revolving
Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily
prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans
and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall
be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount
thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple
of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify
whether such prepayment is with respect to Revolving Loans, 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, 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.


 


(i)          If
for any reason the Total Revolving Outstanding at any time exceed the 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 Outstanding exceed the Revolving Commitments then in effect.




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(ii)         Not
later than the fifth Business Day following any receipt of Net Cash Proceeds in respect of any Disposition, the Borrower shall
apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans and, subject to Section 9.02(c),
to Cash Collateralize L/C Obligations, if any.


 


(iii)        In
the event that any Loan Party or any Subsidiary shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness
of any Loan Party or any Subsidiary (other than any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 8.03),
the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the
receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds
to prepay outstanding Loans and to Cash Collateralize L/C Obligations, if any.


 


(iv)          In
the event that any Loan Party or any Subsidiary shall receive Net Cash Proceeds from any public offering, sale or other Disposition
of the Equity Interests of any Loan Party (other than to the extent such disposition is to another Loan Party or permitted under
Section 8.05(iv)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day
next following) the receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, apply an amount equal to 100% of such
Net Cash Proceeds to prepay outstanding Loans and to Cash Collateralize L/C Obligations, if any.


 


(v)          The
Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under Sections 2.05(b)(ii), (iii)
and (iv), (A) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice
of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal
amount of each Loan (or portion thereof) to be prepaid and shall be substantially in the form of Exhibit 2.05 or such other
form as shall be acceptable to the Administrative Agent.


 


(vi)         All
prepayments of Borrowings under this Section 2.05 shall be applied first, ratably to the L/C Borrowings and the Swing
Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations.
Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar
Rate Loans in direct order of Interest Period maturities. All prepayments of Borrowings under this Section 2.05 shall be
subject to Section 3.05, but otherwise shall be without premium or penalty, and shall be accompanied by accrued and
unpaid interest on the principal amount to be prepaid to the date of payment.


 


2.06         Termination
or Reduction of Commitments.


 


(a)          
The Revolving Commitments (i) shall be automatically reduced on a dollar-for-dollar basis by (A) the principal amount of Indebtedness
issued or incurred in contravention of Section 8.03 and (B) the amount of Net Cash Proceeds from any Disposition of Equity Interests
of any Loan Party in contravention of Section 8.05, and (ii) shall automatically terminate on the Maturity Date.


 




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(b)          The
Borrower may, upon notice to the Administrative Agent, terminate the Revolving Commitments, or from time to time permanently reduce
the Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5 million
or any whole multiple of $1 million in excess thereof and (iii) if, after giving effect to any reduction of the Revolving Commitments,
the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice
of termination or reduction of the Revolving Commitments. Any reduction of the 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 Revolving Commitments shall be paid on the effective date of such termination.


 


(c)          If
any Lender (i) becomes a Defaulting Lender or (ii) is a Non-Consenting Lender (each such Lender, a “Non-Compliant Lender”),
the Borrower may, with the prior written consent of the Administrative Agent, and notwithstanding any provision of this Agreement
requiring pro rata payments to the Lenders, elect to reduce the Commitments by an amount equal to such Non-Compliant Lender’s
Revolving Commitment and repay such Non-Compliant Lender an amount equal to the principal amount of all Loans owing to it, all
interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it
hereunder, payable in immediately available funds, so long as, after giving effect to the termination of such Non-Compliant Lender’s
Revolving Commitments and the repayments described in this clause (c), any L/C Obligations of such Non-Compliant Lender shall be
reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Applicable Percentage, but
only to the extent that the sum of the aggregate principal amount of all Revolving Loans made by each such Lender, all Swing Line
Loans made by each such Lender and such Lender’s L/C Obligations prior to giving effect to such reallocation plus the L/C
Obligations to be reallocated to such Lender does not exceed such Lender’s Applicable Percentage, and with respect to any
portion of the L/C Obligations that may not be reallocated, the Borrower shall deliver to the Administrative Agent, for the benefit
of the L/C Issuer, cash collateral or other security satisfactory to the Administrative Agent, with respect any such remaining
L/C Obligations.


 


2.07         Repayment
of Loans.


 


(a)          Revolving
Loans. The Borrower shall repay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Swing Line Lenders 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)          All
repayments pursuant to this Section 2.07 shall be subject to Section 3.05(a), but otherwise shall be without premium
or penalty.


 


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 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 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 Base Rate plus
the Applicable Rate.


 




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(b)          (i)          If
any amount of principal of any Loan is not paid when due (following 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 (following any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Administrative
Agent, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(iii)        Upon
the request of the Administrative Agent (at the request or direction of the Required Lenders), while any Event of Default exists,
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. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee (the “Commitment Fee”) equal to the product of (i) 0.50% times (ii) the actual daily
amount by which the Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding
Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. 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 Section 5.02 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 on the Maturity Date. For purposes of clarification, Swing Line Loans shall not be considered
outstanding for purposes of determining the unused portion of the Revolving Commitments.


 


(b)          Fee
Letter. The Borrower shall pay to the Arranger 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.


 


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 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.


 




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(b)          If
for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated
by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured 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 “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), 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.


 


2.12         Payments
Generally; Administrative Agent’s Clawback.


 


(a)          General.
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower or any Guarantor 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 or any Guarantor 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.


 




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(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 thereafter 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, and, to the extent previously
repaid by the Borrower, shall be made available to the Borrower. 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 date on 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.


 


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.


 




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(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, other than as expressly
provided elsewhere herein, 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:


 


(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 the Borrower 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.


 




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2.14         Cash
Collateral.


 


(a)          Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if 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, or (ii) if, as of
the Maturity Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the
request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative
Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.15(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).


 


(b)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked deposit accounts at Royal Bank of Canada. The Borrower, and to the extent provided by any Lender, such 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 (including the Swing Line Lender), 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 as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting
Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender 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.


 


(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 or Swing Line Loans
shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 Administrative Agent’s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released
during the continuance of a Default (and following application as provided in this Section 2.14 may be otherwise applied
in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender,
as applicable, 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. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 11.01.


 




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(ii)         Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including
any amounts made available to the Administrative Agent by that 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 that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request
(so long as no Default exists), to the funding of any Loan in respect of which that 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 non-interest bearing deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; 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 Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to that 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 that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C
Borrowings were made 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 Borrowings 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 Borrowings owed to, that Defaulting Lender. 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 that Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii)        Certain
Fees. That Defaulting Lender (A) shall not be entitled to receive any Commitment Fee 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) and (B) shall be limited in its right to receive Letter of Credit Fees as provided
in Section 2.03(h).


 


(iv)         Reallocation
of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes
of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each
non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that
(A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default
exists; and (B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender
minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Lender.


 




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(b)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be 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 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 (a)(iv)), whereupon
that 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 the Loan Parties hereunder or under any other Loan Document shall to the
extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however,
applicable Laws require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or
deducted in accordance with such Laws.


 


(ii)         If
the Loan Parties or the Administrative Agent shall be required by applicable Laws 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 such Laws, and (C) to the extent that the withholding or deduction
is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Parties shall be increased as necessary so
that after any required withholding or the making of all required deductions (including such deductions and withholdings applicable
to additional sums payable under this Section) the Administrative Agent, any Lender or the L/C Issuer, as the case may be, 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 any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.


 




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(c)          Tax
Indemnification.


 


(i)          Without
limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent,
each Lender and the L/C Issuer, and shall make payment in respect thereof within ten days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. The Loan Parties shall also, and do hereby, 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 by clause (ii) of this subsection. A certificate as to
the amount of any 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.


 


(ii)         Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Administrative
Agent, and shall make payment in respect thereof within ten days after demand therefor, against any and all Taxes and any and all
related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel
for the Administrative Agent) incurred by or asserted against the Administrative Agent by any Governmental Authority as a result
of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or
deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Administrative
Agent pursuant to subsection (e). 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). The agreements in this clause (ii) shall survive
the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or
the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.


 


(d)          Evidence
of Payments. Upon request by the Administrative Agent or any Lender, as soon as practicable after any payment of Taxes by any
Loan Party to a Governmental Authority, as provided in this Section 3.01, the Parent or the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower
or the Administrative Agent, as the case may be.


 


(e)          Status
of Lenders: Tax Documentation.


 


(i)          Each
Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed
by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit
the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under
any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s
entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender
by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in
the applicable jurisdiction.


 


(ii)         Without
limiting the generality of the foregoing, if the Borrower is a resident for tax purposes in the United States.


 




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(A)         any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code 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 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower
or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or
not such Lender is subject to backup withholding or information reporting requirements; and


 


(B)         each
Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding
tax with respect to payments hereunder or under any other Loan Document shall 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 request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


 


(I)         executed
originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,


 


(II)        executed
originals of IRS Form W-8ECI,


 


(III)       executed
originals of IRS Form W-8IMY and all required supporting documentation,


 


(IV)        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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C)
of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN, or


 


(V)         executed
originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States
Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made.


 


(C)         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 applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent
such documentation prescribed by applicable Laws (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 date of this Agreement.




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(iii)        Each
Lender shall promptly notify the Borrower and the Administrative Agent of any change in circumstances which would render expired,
obsolete or inaccurate in any respect any such form or certification and 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)          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, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


3.02         Illegality.


 


  If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof
by such Lender to the Borrower through the Administrative Agent, (a) 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 (b) 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 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 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 of such Lender’s Eurodollar Rate Loans 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 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 Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar
Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 


3.03         Inability
to Determine Rates.


 


  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 (a) 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, (b) 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 (c) 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 in connection with a Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such
Loan, the Administrative Agent will promptly 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 Rate component of the Base Rate, the utilization of the Eurodollar 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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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 Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation
in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the
L/C Issuer in respect thereof (except for Indemnified Taxes covered by Section 3.01 and the imposition of, or any change
in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); 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 or maintaining any Loan the interest on which is determined by reference
to the Eurodollar 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 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; provided that each Lender and the L/C Issuer agree to take reasonable action, to the extent
that such action can be taken without cost or administrative burden to such Lender or L/C Issuer, as applicable, as determined
by such Lender or L/C Issuer in its sole discretion, to mitigate or eliminate such costs; provided further that it shall
be a condition to such Lender’s exercise of its rights under this Section 3.04(b) that such Lender generally be exercising
similar rights under similar financing arrangements with respect to similarly situated borrowers.


 




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(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, and the method of the calculation and the calculation
thereof, 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 10 days after receipt thereof.


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section 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 nine 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 nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


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 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;


 


including any loss of anticipated profits
and 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.


 




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3.06         Mitigation
of 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 additional amount 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 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.


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, 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 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 the Administrative Agent, each Lender or each Affiliate of a Lender that enters into
a Swap Contract and, to the extent provided therein, to each Lender or Affiliate of a Lender that enters into a Treasury Management
Agreement with the Borrower or any Subsidiary, 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 is 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.


 




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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, 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:


 


(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 any other document 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 any other document 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 for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including 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 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.


 




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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.


 


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 the
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.


 


4.08         Keepwell.


 


  Each Qualified ECP
Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support
as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of
Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under
this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater
amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge
of guaranteed obligations as provided herein. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this
Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other
Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.




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Article
V


CONDITIONS PRECEDENT
TO CREDIT EXTENSIONS


 


5.01         Conditions
of Effectiveness.


 


  This Agreement shall
be effective upon satisfaction of the following conditions precedent in each case in a manner satisfactory to the Administrative
Agent and each Lender:


 


(a)          Loan
Documents. Receipt by the Administrative Agent of 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.


 


(b)          Opinion
of Counsel. Receipt by the Administrative Agent of an opinion of outside legal counsel(s) to the Loan Parties in form and substance
reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the Closing
Date.


 


(c)          Organization
Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following:


 


(i)          copies
of the Organization Documents of each Loan Party (other than an Immaterial Subsidiary) 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;


 


(ii)         such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party (other than an Immaterial Subsidiary) 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


 


(iii)        such
documents and certifications as the Administrative Agent may require to evidence that each Loan Party (other than an Immaterial
Subsidiary) 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.


 


(d)          Personal
Property Collateral. Receipt by the Administrative Agent of the following:


 


(i)          searches
of Uniform Commercial Code filings conducted by or on behalf of the Borrower in the jurisdiction of formation of each Loan Party
and each other jurisdiction that the Administrative Agent reasonably requests of the Borrower;


 


(ii)         searches
conducted by or on behalf of the Borrower of ownership of, and Liens on, United States registered intellectual property of each
Loan Party in the appropriate governmental offices;


 




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(iii)        (x) 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 and (y) original certificates, if any, representing the
pledged equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the pledged
debt referred to therein endorsed in blank (or accompanied by an executed allonge in blank); and


 


(iv)         duly
executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative
Agent’s discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual
property of the Loan Parties.


 


(e)          Evidence
of Insurance. Receipt by the Administrative Agent of 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.


 


(f)          Closing
Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the
Closing Date certifying that the following conditions have been satisfied as of the Closing Date:


 


(i)          The
representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in
any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they shall be true and correct in all material respects as of such earlier date.


 


(ii)         No
Default shall exist or would result from the effectiveness of this Agreement, or Credit Extension (if any) or from the application
of the proceeds thereof.


 


(g)          Refinancing
of Existing Indebtedness. Prior to or substantially simultaneously with the effectiveness of Commitments hereunder, (i) the
issuance of Convertible Notes shall have been consummated on terms and results reasonably satisfactory to the Administrative Agent,
and (ii) the proceeds of the Convertible Notes shall have been used to consummate the Refinancing.


 


(h)          Fees
and Expenses. Receipt by the Administrative Agent, the Arranger and the Lenders of all accrued costs fees and expenses (including
legal fees and the fees and expenses of any other advisors) and other compensation required to be paid on or before the Closing
Date.


 


(i)          Patriot
Act. The Lenders shall have received at least three Business Days prior to the Closing Date all documentation and other information
required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations
as shall have been reasonably requested at least five business days prior to the Closing Date, including without limitation the
Patriot Act, in order to allow the Lenders to comply therewith.


 


(j)          Solvency
Certificate. The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying that,
on a consolidated basis after giving effect to the Refinancing, the Borrower and Subsidiaries are Solvent.


 


(k)          Pro
Forma Financial Statements and Projections. Receipt by the Arranger of the Pro Forma Financial Statements and the Projections.


 


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.


 




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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, or which are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material respects 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.


 


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.


 


  The Parent and each
of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, and (c) is duly qualified or registered to do business and 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 registration; except in each case referred to in clause (b)(i) or (c), to the extent that failure
to do so could 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 under, or require any payment to be
made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of
such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate in any material respect any Law to which such Person or its
property is subject.


 




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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 (i) those that have been obtained and are in full force and effect and (ii) filings to perfect
the Liens created by the Collateral Documents.


 


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 such Loan Party that is party thereto in accordance
with its terms.


 


6.05         Financial
Statements; No Material Adverse Effect.


 


(a)          The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Parent 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.


 


(b)          The
Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent and its Subsidiaries as
of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii),
to the absence of footnotes and to normal year-end audit adjustments.


 


(c)          From
the date of the Audited Financial Statements 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 Parent and its 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 Parent and its 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)          The
Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable
as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP
the estimated financial position of the Borrower and its Subsidiaries as at March 31, 2014, and their estimated results of operations
for the periods covered thereby, assuming that the Refinancing had actually occurred at such date or at the beginning of such period.


 


(e)          The
financial statements delivered pursuant to Section 7.01(a), (b) and (c) have been prepared in accordance with GAAP
(except as may otherwise be permitted under Section 7.01(a), (b) and (c)) and present fairly (on the basis disclosed
in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and
cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby subject, in the case
of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments.


 




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(f)          Since
the date of the Audited Financial Statements, there has been no event or circumstance that has had or could 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 Responsible Officers of the Loan Parties after a reasonable
investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against or affecting the
Parent or any Subsidiary or against any of their properties or revenue that (a) involve this Agreement or any other Loan Document
or any of the transactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.


 


6.07         No
Default.


 


(a)          Neither
the Parent nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected
to have a Material Adverse Effect.


 


(b)          No
Default has occurred and is continuing.


 


6.08         Ownership
of Property; Liens.


 


  Each of the Parent
and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all real property that is owned or leased
by such Person (as set forth on Schedule 6.20-1), except for such defects in title as could not reasonably be expected to
have a Material Adverse Effect. The property of the Parent its Subsidiaries is not subject to any Liens other than Permitted Liens.


 


6.09         Environmental
Compliance.


 


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


 


(a)          Each
of the facilities and real properties owned, leased or operated by the Parent or any Subsidiary (the “Facilities”)
and all operations at the Facilities are in compliance, in all material respects, with all applicable Environmental Laws, and there
is no violation in any material respect of any Environmental Law with respect to the Facilities or the businesses operated by the
Parent and its Subsidiaries at such time (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)          Neither
the Parent 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 regarding compliance with Environmental Laws with regard to
any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge 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 the Parent or any Subsidiary in violation of,
or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law.


 




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(e)          No
judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the
Loan Parties, threatened, under any Environmental Law to which the Parent or any Subsidiary is or 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 the Parent, 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 disposal) of the Parent 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.


 


Each of the representations and warranties
in this Section 6.09 to the extent relating to the action or inaction of Persons other than the Parent and its Subsidiaries
is made only to the knowledge of the Responsible Officers of the Loan Parties.


 


6.10         Insurance.


 


(a)          The
properties of the Parent and its Subsidiaries are insured with reputable insurance companies not Affiliates of the Parent, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the Parent or the applicable Subsidiary operates.


 


(b)          All
real property that constitutes Collateral and that is a Flood Hazard Property is covered by flood insurance with reputable insurance
companies not Affiliates of the Parent, in such amounts and with such deductibles as the Administrative Agent may reasonably request
upon at least thirty (30) days prior written notice to the Borrower.


 


6.11         Taxes.


 


  The Parent and its
Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal,
state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against
the Parent or any Subsidiary that would, if paid, have a Material Adverse Effect. Neither the Parent nor any Subsidiary is party
to any tax sharing agreement.


 


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. 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 knowledge of the Responsible Officers of the Loan Parties, nothing has occurred that would reasonably be expected to prevent
or cause the loss of such tax-qualified status.


 




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(b)          There
are no pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan that could 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 could reasonably be expected to result in a Material Adverse Effect.


 


(c)          (i)
No ERISA Event has occurred, and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that
could 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 neither any 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) neither any 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) neither any 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.


 


6.13         Subsidiaries.


 


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


 


6.14         Margin
Regulations; Investment Company Act.


 


(a)          Neither
the Parent nor the Borrower are engaged in 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 Parent or 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 Parent, the Borrower any Person that Controls (as such term is defined in the Investment Company Act of 1940) the Parent
or the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.


 




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6.15         Disclosure.


 


  No report,
financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other
information so furnished) contains any material misstatement of fact or, when taken together will all other information
furnished, omits to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that, with respect to the Projections and projected financial
information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.


 


6.16         Compliance
with Laws.


 


  Each of the Parent
and each 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 could not
reasonably be expected to have a Material Adverse Effect.


 


6.17         Intellectual
Property; Licenses, Etc.


 


  Each Loan Party owns,
or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for
the operation of their respective businesses. Set forth on Schedule 6.17 is a list of (i) all IP Rights registered or pending
registration with the United States Copyright Office or the United States Patent and Trademark Office that as of the Closing Date
a Loan Party owns and (ii) all licenses of IP Rights registered with the United States Copyright Office or the United States Patent
and Trademark Office as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to
have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging the use of any IP Rights or
the validity or effectiveness of any IP Rights, nor does any Responsible Officer of 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 a Loan Party or the granting of a
right or a license in respect of any IP Rights from a Loan Party does not infringe on any rights of any other Person.


 


6.18         Solvency.


 


  The Loan Parties are
Solvent on a consolidated basis.


 


6.19         Perfection
of Security Interests in the Collateral.


 


  The security interest
granted pursuant to the Collateral Documents creates legal and valid Liens on the Collateral in favor of the Administrative Agent,
for the benefit of the Administrative Agent and the Lenders, and such Liens constitute perfected and continuing Liens on the Collateral
to the extent required by the Collateral Documents and as may be perfected by the filing of a financing statement with an appropriate
Governmental Authority prior to all other Liens other than Permitted Liens.


 


6.20         Business
Locations; Taxpayer Identification Number.


 


  Set forth on Schedule
6.20-1 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 (identifying whether such real property is owned or leased and which Loan Party owns or leases such real property). Set forth
on Schedule 6.20-2 is the chief executive office, state of organization, U.S. tax payer identification number and organizational
identification number of each Loan Party as of the Closing Date. The exact legal name of each Loan Party as of the Closing Date
is as set forth on the signature pages hereto. Except as set forth on Schedule 6.20-3, 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.


 




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6.21         Labor
Matters.


 


(a)          There
are no collective bargaining agreements or Multiemployer Plans covering the employees of the Parent or any Subsidiary as of the
Closing Date.


 


(b)          Neither
the Parent nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty in the five
years preceding the Closing Date.


 


6.22         No
Debarment.


 


(a)          Neither
the Parent nor any Subsidiary is subject to any pending or, to the knowledge of the Responsible Officers of the Loan Parties after
a reasonable investigation, threatened proceedings for debarment or suspension from contracting with the United States government
or any department, agency or instrumentality thereof.


 


(b)          Neither
the Parent nor any Subsidiary has been debarred or suspended from contracting with the United States government or any department,
agency or instrumentality thereof at any time prior to the Closing Date.


 


(c)          Except
as set forth on Schedule 6.22, to the knowledge of the Responsible Officers of the Loan Parties, no investigation or inquiry
involving fraud, deception or willful misconduct has been commenced in connection with any Government Contract.


 


6.23         OFAC.


 


  No Loan Party (a) is
a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is
otherwise associated with any such person in any manner violative of Section 2, or (c) is a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s
Office of Foreign Assets Control regulation or executive order.


 


6.24         PATRIOT
ACT; Embargoed Person/ FCPA.


 


  Each Loan Party is
in compliance, in all material respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
or executive order relating thereto, and (b) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept
And Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the Loans will
be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 




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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, or any Letter of
Credit shall remain outstanding, the Loan Parties shall and shall cause each Subsidiary to:


 


7.01         Financial
Statements.


 


  Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent:


 


(a)          as
soon as available, but in any event within ninety days after the end of each fiscal year of the Parent (or, if earlier, 15 days
after the date required to be filed with the SEC), subject to any extension permitted by Rule 12b-25(b) promulgated by the SEC
under the Exchange Act, commencing with the fiscal year ending December 31, 2014, a consolidated and consolidating balance sheet
of the Parent 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, and in the case of such consolidated
statements audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing, 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 Parent (or, if earlier, 5 days after the date required to be filed with the SEC), subject to any extension permitted
by Rule 12b-25(b) promulgated by the SEC under the Exchange Act), commencing with the fiscal quarter ending September 30, 2014,
a consolidated and consolidating balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related
consolidated and consolidating statements of income or operations for the portion of the Parent’s fiscal year then ended,
and the related consolidated and consolidating statements of changes in shareholders’ equity and cash flows for such fiscal
quarter and for the portion of the Parent’s fiscal year then ended, 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 Parent as fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of the Parent and the Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end
audit adjustments and the absence of footnotes.


 


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


 


7.02         Certificates;
Other Information.


 


  Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:




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(a)          (i)
concurrently with the delivery of the financial statements referred to in Section 7.01(a), a report or opinion of its independent
certified public accountants certifying such financial statements, 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 (ii) management’s discussion and analysis of the operational
and financial developments during such fiscal year consistent with the Borrower’s historical practices.


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance
Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;


 


(c)          no
later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2014,
(i) an annual business plan or budget of the Parent and its Subsidiaries and (ii) forecasts prepared by management of the Parent,
in form satisfactory to the Administrative Agent, of consolidated statements of income or operations of the Parent and its Subsidiaries
on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs);


 


(d)          concurrently
with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a contract backlog report
of the Parent and the Subsidiaries;


 


(e)          promptly
after receipt thereof by the Borrower or any Subsidiary, notice of any final decision of a contracting officer disallowing any
costs aggregating more than the Threshold Amount which disallowed costs arise out of an audit of any Government Contract of the
Borrower or any Subsidiary;


 


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


 


(g)          concurrently
with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a report signed by a Responsible
Officer of the Borrower that supplements Schedule 6.17 such that, as supplemented, such Schedule would be accurate
and complete as of such date (if no supplement is required to cause such Schedule to be accurate and complete as of such
date, then the Borrower shall not be required to deliver such a report);


 


(h)          promptly
after any request by the Administrative Agent or any Lender, copies of any management letters submitted to the board of directors
(or the audit committee of the board of directors) of the Parent or the Borrower by independent accountants in connection with
the annual audit of the accounts and books of the Parent or the Borrower and the Subsidiaries;


 


(i)          promptly
(and in any event within five Business Days) after receipt thereof by the Parent 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
by such agency regarding financial or other operational results of the Parent or any Subsidiary; and


 




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


 


  Documents required
to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(f) (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 Parent posts such documents, or provides a link thereto on the Parent’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 for 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 and each Lender (by telecopier or electronic mail) of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in
any event shall have no responsibility to monitor compliance by the 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.


 


  Each of the Parent
and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the Borrower or any other Loan Party hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks 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. Each of the Parent and 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, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials
as not containing any material non-public information with respect to the Parent 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 as “Public Side Information;” and (z) the Administrative
Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing,
neither the Parent nor the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”


 


7.03         Notices.


 


  Promptly notify the
Administrative Agent and each Lender of:


 


(a)          the
occurrence of any Default.


 




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


 


(c)          the
occurrence of any ERISA Event.


 


(d)          any
material change in accounting policies or financial reporting practices by the Parent or any Subsidiary not otherwise previously
disclosed in a periodic report or registration statement filed by the Parent with the SEC.


 


  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 or any other Loan Party 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 tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves
in accordance with GAAP are being maintained by the Parent or such Subsidiary.


 


7.05         Preservation
of Existence, Etc.


 


(a)          Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in
a transaction permitted by Section 8.04 or 8.05.


 


(b)          Preserve,
renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its organization except in
a transaction permitted by Section 8.04 or 8.05.


 


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


 


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


 


7.06         Maintenance
of Properties.


 


(a)          Maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted.


 


(b)          Make
all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


(c)          Use
the standard of care typical in the industry in the operation and maintenance of its facilities.


 




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7.07         Maintenance
of Insurance.


 


(a)          Maintain
in full force and effect insurance with financially sound and reputable insurance companies not Affiliates of the Borrower, in
such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.


 


(b)          Cause
all real property that constitutes Collateral and that is a Flood Hazard Property to be covered by flood insurance with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such amounts and with such deductibles as the Administrative
Agent may request upon at least thirty (30) days prior written notice to the Borrower.


 


(c)          Cause
the Administrative Agent and its successors and/or assigns 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 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 could not reasonably be expected to have a Material Adverse Effect.


 


7.09         Books
and Records.


 


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


 


(b)          Maintain
such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Parent or such Subsidiary, as the case may be.


 


7.10         Inspection
Rights.


 


  Permit representatives
and independent contractors of 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 Lenders and at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower; and provided further, however,
that neither the Parent nor any of its Subsidiaries will be required to disclose any information if such disclosure to the Administrative
Agent or any Lender is prohibited by applicable Law or any binding confidentiality or non-disclosure agreement or would violate
attorney-client or similar privilege.


 




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7.11         Use
of Proceeds.


 


  Use the proceeds of
the Credit Extensions for the purposes set forth in the introductory statement of this Agreement.


 


7.12         Additional
Subsidiaries.


 


   Within
thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic
Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement
or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative
Agent documents of the types referred to in Sections 5.01(c) and (d) and opinions of outside legal counsel to such
Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred
to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however,
that, other than the Borrower, no Person may become a direct subsidiary of the Parent.


 


7.13         Pledged
Assets.


 


(a)          Grant
of Liens. Cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority,
perfected and, in the case of owned real property with a value in excess of the Threshold Amount, title insured Liens in favor
of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral
Documents (subject to Permitted Liens) and, in connection with the foregoing, deliver to the Administrative Agent such other documentation
as the Administrative Agent may request including filings and deliveries necessary to perfect such Liens, Organization Documents,
resolutions, real estate title insurance policies, surveys, environmental reports, landlord’s waivers and opinions of outside
legal counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(b)          Government
Contracts. Upon the request of the Administrative Agent after an Event of Default which is continuing, cause such Loan Party
to promptly assign to the Administrative Agent all rights to payments due or to become due under Government Contracts (other than
Government Contracts that (i) provide for aggregate payments to the Borrower and its Subsidiaries of less than $1,000,000, (ii)
are less than six months in duration or (iii) prohibit the assignment of rights to payment) by complying with the Federal Assignment
of Claims Act of 1940 and all rules and regulations issued thereunder or relating thereto.


 


7.14         Post
Closing Matters.


 


  The Borrower shall, and shall cause the
Subsidiaries to, satisfy the requirements set forth on Schedule 7.14 on or before the date specified for such requirements, in
each case as such date may be extended at the sole discretion of the Administrative Agent so long as the Borrower is working diligently
to complete, or cause the applicable Subsidiary to complete, the applicable requirement, as determined by the Administrative Agent
in its sole discretion.


 




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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, 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 date hereof 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 or Internal Revenue Code Section 430) for taxes, assessments or governmental charges or levies
not yet due 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;


 


(d)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or
pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such
Liens secure only amounts not overdue for more than sixty days or, if overdue for more than sixty days, are being contested in
good faith by appropriate proceedings 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 or Internal Revenue Code Section 430;


 


(f)          deposits
to secure the performance of bids, trade contracts, licenses 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, in the aggregate, are not substantial
in amount, and 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(f); 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;


 




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(j)          leases
or subleases granted to others not interfering in any material respect with the business of the Borrower 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;


 


(m)          Liens
arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar
rights and remedies as to deposit accounts or to other funds maintained with a depository institution;


 


(n)          filing
of UCC financing statements solely as a precautionary measure in connection with operating leases;


 


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


 


(p)          Liens
arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect
to such real property; and


 


(q)          Liens
not otherwise permitted hereunder in respect of obligations in an aggregate amount not to exceed the Threshold Amount at any time
outstanding, or such higher amount as approved by the Administrative Agent and the Required Lenders;


 


provided, that notwithstanding anything in the foregoing
to the contrary, the Parent shall not be permitted to incur any Liens upon any of its property, assets or revenues, except for
those incurred pursuant to clauses (a), (b), (c), (d), (h), (l), (m) or (o) of this Section 8.01.


 


8.02         Investments.


 


  Make any Investments,
except:


 


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


 


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


 


(c)          Investments
(i) in any Person that is a Loan Party (other than the Parent) prior to giving effect to such Investment and (ii)  in
a Subsidiary of the Borrower that is not a Domestic Subsidiary, which in the case of such non-Domestic Subsidiaries shall not exceed
$2,500,000 in the aggregate at any time outstanding.


 


(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;


 


(f)          Guarantees
permitted by Section 8.03;


 




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(g)          Permitted
Acquisitions; provided that common equity interests of the Parent may be used as purchase price consideration for consummation
of any Permitted Acquisition;


 


(h)          Loans
or advances made by a Loan Party to its employees in the ordinary course of business, consistent with past practices and in accordance
with applicable securities laws;


 


(i)          notes
payable, or securities issued by Account Debtors to the Borrower or any of its Subsidiaries pursuant to negotiated agreements with
respect to the settlement of such Account Debtor’s Accounts;


 


(j)          Swap
Contracts permitted pursuant to Section 8.03(e);


 


(k)          Investments
received in connection with a Disposition;


 


(l)          Investments
of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with a Borrower or any Subsidiary
so long as such Investment was not made in contemplation of such Person becoming a Subsidiary or in contemplation of such merger
or consolidation;


 


(m)          to
the extent constituting an Investment, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction; and


 


(n)          Investments
of a nature not contemplated in the foregoing clauses in an amount not to exceed $2,000,000 in the aggregate during any fiscal
year.


 


8.03         Indebtedness.


 


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


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
existing on the Closing Date and set forth in Schedule 8.03;


 


(c)          Indebtedness
incurred to extend, renew or refinance any Indebtedness described in Sections 8.03(b), (c), (d), (e), (f), (g), (h), (l)
, (m), (n) or (p); provided that (i) the amount of such Indebtedness is not increased at the time of such renewal, refinancing
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, (ii) the
material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Parent and its
Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended, and (iii) in the case of the Convertible
Notes , such refinancing Indebtedness (A) shall have a final maturity date at least 181 days after the scheduled Maturity Date,
(B) shall not have any amortization payments or any mandatory prepayment, redemption or other similar requirements (other than
in connection with an issuance of Equity Interests by the Parent (up to the net cash proceeds received by the Parent from such
issuance of Equity Interests) or a change of control) in each case prior to the date at least 181 days after the scheduled Maturity
Date, and (C) shall not rank senior in right of payment to the Convertible Notes on the date hereof or be secured;


 


(d)          Intercompany
Indebtedness permitted under Section 8.02;


 




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(e)          obligations
of the Borrower or a Subsidiary of the Borrower (contingent or otherwise) existing or arising under any Swap Contract, provided
that (i) 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;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation
to make payments on outstanding transactions to the defaulting party;


 


(f)          purchase
money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) 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 $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred
shall not exceed the purchase price of the asset(s) financed; and (iii) no such indebtedness shall be incurred by the Parent;


 


(g)          deferred
purchase price obligations due to sellers incurred in connection with Permitted Acquisitions (including post-closing net working
capital adjustments and earn-outs) and, to the extent constituting Indebtedness, retention payments to former owners of entities
acquired by the Borrower or a Subsidiary pursuant to a Permitted Acquisition or pursuant to a transaction prior to the Original
Closing Date; provided that the Consolidated Senior Secured Leverage Ratio shall not be greater than 2.00:1.00 on a Pro
Forma Basis as though such obligations had been incurred on the last day of the Applicable Period and as though, for purposes of
Consolidated Net Income, such Permitted Acquisition closed on the first day of the Applicable Period; and provided further
that any such obligation is payable in Equity Interests of the Parent.


 


(h)          Subordinated
Indebtedness incurred in connection with Permitted Acquisitions (other than deferred purchase price obligations due to sellers
which are subject to Section 8.03(g)), provided that (i) the Borrower shall have delivered to the Administrative
Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of such Subordinated Indebtedness
and the application of the proceeds thereof on a Pro Forma Basis, the Loan Parties would be in compliance with (A) the financial
covenants set forth in Section 8.12 for the Applicable Period, and (B) the Consolidated Total Leverage Ratio recomputed
as of the end of the Applicable Period would not be greater than 3.75:1.00; (ii) no Event of Default shall exist at the time of,
or would result from, the incurrence of, such Subordinated Indebtedness; (iii) the maturity date of such Subordinated Indebtedness
shall be at least 181 days after the Maturity Date; (iv) such Subordinated Indebtedness is not subject to any amortization payments
or any scheduled mandatory prepayments, redemptions or similar requirements (other than in connection with an issuance of Equity
Interests by the Parent (up to the net cash proceeds received by the Parent from such issuance of Equity Interests) or a change
of control) in each case prior to the date at least 181 days after the Maturity Date and (v) the Administrative Agent shall have
approved the terms and conditions (including the covenants and events of defaults) of such Subordinated Indebtedness;


 


(i)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument inadvertently drawn
against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within three Business
Days of the Borrower’s knowledge of such incurrence;


 


(j)          Indebtedness
of any Loan Party (other than the Parent) in respect of performance bonds, bid bonds, appeal bonds, surety bonds, and similar obligations;


 


(k)          endorsements
for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of
business;


 




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(l)          Indebtedness
of any person that becomes a Subsidiary of the Borrower or merges or consolidates with the Borrower or any of its Subsidiaries
after the date hereof; provided that such Indebtedness exists at the time such person becomes a Subsidiary, merges or consolidates
and is not created in contemplation of or in connection with such person becoming a Subsidiary of the Borrower or a merger or consolidation
with the Borrower or any of its Subsidiaries;


 


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


 


(n)          Indebtedness
in respect of the Convertible Notes in an aggregate principal amount not to exceed $130,000,000 (or up to $149,500,000 if the underwriters
of the Convertible Notes offering exercise their over-allotment option) at any time outstanding, plus the aggregate amount of fees,
costs and expenses (including underwriting commissions paid as discounts) incurred in connection with such financing and any refinancing
thereof in accordance with Section 8.03(c);


 


(o)          to
the extent constituting Indebtedness, obligations in respect of any Permitted Bond Hedge Transaction and any Permitted Warrant
Transaction; and


 


(p)          other
Indebtedness in aggregate outstanding principal amount not to exceed $5,000,000 at any time outstanding.


 


8.04       Fundamental
Changes.


 


Merge, dissolve, liquidate
or consolidate with or into another Person, except that so long as no 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 (other than the Parent), (c) subject to clause (b) above, the Borrower or any Subsidiary
may merge with any other Person in connection with a Permitted Acquisition provided that if the Borrower is a party thereto then
the Borrower is the continuing or surviving Person, (d) any Subsidiary that is not a Loan Party may merge or consolidate with any
other Subsidiary which is not a Loan Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided
that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect.


 




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8.05       Dispositions.


 


Make any Disposition
unless:


 


(i) (A) the consideration
paid in connection therewith shall be for at least 75% cash or Cash Equivalents paid contemporaneous with consummation of the transaction
and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (B) if such
transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.16, (C) such
transaction does not involve the sale or other disposition of Equity Interests in any Subsidiary, (D) 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 (E) the aggregate net book value of
all of the assets sold or otherwise disposed of by the Borrower its Subsidiaries in all such transactions in any fiscal year of
the Borrower shall not exceed $3,000,000;


 


(ii)         such
transaction is permitted by Sections 8.02, 8.04 or 8.08;


 


(iii)        such
transaction is the transfer of non-exclusive intellectual property licenses that would not interfere with the business operations
of any of the Loan Parties;  or


 


(iv)        such
transaction is one or more Dispositions of not more than 33% of the Equity Interests of Hexis Cyber Solutions, Inc; provided
that (A) no Default shall have occurred and be continuing or would result from each such Disposition, (B) the Borrower shall have
delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such Disposition
on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.12 recomputed
as of the end of the Applicable Period, and (C) immediately after giving effect to each such Disposition, there shall be at least
$7,500,000 of Liquidity.


 


The Parent shall not
make any Dispositions except as provided in Section 8.05(iv).


 


8.06       Restricted
Payments.


 


Declare or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:


 


(a)          each
Subsidiary may declare and 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)          the
Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests
of such Person;


 


(c)          the
Borrower may declare and make Restricted Payments (“Permitted Restricted Payments”) to the Parent and the Parent
may in turn make Restricted Payments from such amounts so long as (i) no Default has occurred and is continuing and (ii) the
Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect
to such Restricted Payment on a Pro Forma Basis (A) the Loan Parties would be in compliance with the financial covenants set forth
in Section 8.12 recomputed as of the end of Applicable Period, (B) the Consolidated Senior Secured Leverage Ratio recomputed
as of the end of the Applicable Period would not be greater than 2.00:1.00 and (C) the Consolidated Total Leverage Ratio recomputed
as of the end of the Applicable Period would not be greater than 4.00:1.00;


 




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(d)          the Parent may (i) make
scheduled payments of interest on the Convertible Notes as when due under the terms thereof and of the Convertible Notes Indenture,
as in effect on the date hereof, and (ii) honor any request by a holder of the Convertible Notes to convert all or a portion of
their Convertible Notes into common Equity Interests of the Parent and, so long as no Default or Event of Default shall have occurred
and be continuing, may make cash payments in lieu of fractional shares in connection with any such conversion;


 


(e)          so long as no Default or Event
of Default shall have occurred and be continuing, the Parent may make premium payments in connection with a Permitted Bond Hedge
Transaction and settle any related Permitted Warrant Transaction (i) by delivery of shares of the Parent’s common stock upon
net share settlement thereof or (ii) by set-off against the related Permitted Bond Hedge Transaction and payment of an early termination
amount thereof in common stock upon any early termination thereof; and


 


(f)          the
Parent may make conversion payments on the Convertible Notes in cash upon an early conversion or termination thereof so long as
(i) no Default has occurred and is continuing or would occur as a result thereof, (ii) the Borrower shall have delivered to
the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such conversion payments
on a Pro Forma Basis (x) the Loan Parties are in compliance with the financial covenants set forth in Section 8.12 recomputed
as of the end of Applicable Period, (y) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the Applicable
Period is not greater than 2.00:1.00 and (z) the Consolidated Total Leverage Ratio recomputed as of the end of the Applicable Period
is not greater than 4.00:1.00, (iii) immediately after giving effect to such conversion payments, there is at least $7,500,000
of Liquidity, and (iv) no conversion payments are made with the proceeds of any Loans.


 


8.07       Change
in Nature of Business.


 


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


 


8.08       Transactions
with Affiliates and Insiders.


 


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 (other than the Parent), (b) transfers of cash and assets to any Loan Party to the extent
otherwise permitted under the Loan Documents, (c) intercompany transactions expressly permitted by Section 8.02, Section
8.03, Section 8.04, Section 8.05 or Section 8.06 or Section 8.15, (d) normal and reasonable compensation
and reimbursement of expenses of officers and directors and (e) except as otherwise specifically limited in this Agreement, other
transactions which are entered into in the ordinary course of such Person’s business 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 (a) encumbers or restricts the ability of any such Person to (i) make Restricted Payments
to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan
Party, (iv) transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof or (vi) 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 (i)-(v)
above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant
to Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed
or acquired in connection therewith, (3) 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, and (4) 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, or (b) requires the grant of any security for any obligation if such property is given as
security for the Obligations.


 




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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       Passive
Nature of the Parent.


 


The Parent shall not
engage in any business or operations other than (a) the direct or indirect ownership of all outstanding Equity Interests of the
Borrower and its Subsidiaries; (b) maintaining its corporate existence; (c) participating in tax, accounting and other administrative
activities (including preparing reports and financial statements), (d) the performance of its obligations under Permitted Acquisitions
and the Loan Documents to which it is a party, (e) the making and owning and holding of Investments, Restricted Payments and any
other actions by the Parent otherwise expressly permitted under this Agreement, (e) compliance with applicable law, (f) issuing
the Convertible Notes and making payments thereunder and performing such actions as required under the Convertible Notes Indenture
and any other actions by the Parent otherwise expressly permitted under this Agreement, and (g) obligations and activities incidental
to the business or activities described in the foregoing clauses (a) through (f), including providing indemnification of officers,
directors, shareholders and employees.


 


8.12       Financial
Covenants.


 


(a)          Consolidated
Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any fiscal quarter of
the Parent during the applicable period to be greater than 2.25:1.00.


 


(b)          Consolidated
Cash Interest Coverage Ratio. Permit the Consolidated Cash Interest Coverage Ratio as of the end of any fiscal quarter of the
Parent during the applicable period to be less than 3.50:1.00.


 


8.13       Subordinated
Indebtedness and Unsecured Indebtedness


 


(a)          Amend
or modify any Subordinated Indebtedness or unsecured Indebtedness (including the Convertible Notes) if such amendment or modification
would add or change any terms in a manner adverse to the Parent or any Subsidiary (including any amendment or modification that
would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled
or increase the interest rate applicable thereto).


 


(b)          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 Subordinated Indebtedness or unsecured Indebtedness (including
the Convertible Notes) except for payments made solely in the common Equity Interests of the Parent.


 




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(c)          Make
any payment of principal or interest on any Subordinated Indebtedness in violation of the subordination provisions of such Subordinated
Indebtedness.


 


(d)          Make
(or give any notice with respect thereto) any payment or prepayment or redemption or acquisition for value of (including without
limitation, by way of depositing money or securities with the Convertible Notes Trustee with respect thereto before due for the
purpose of paying when due), refund, refinance or exchange of the Convertible Notes except as otherwise permitted under Section
8.03(c) or Section 8.06.


 


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


 


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


 


(b)          Change
its fiscal year.


 


(c)          Without
providing ten (10) days prior written notice to the Administrative Agent (or such lesser period as the Administrative Agent may
agree), change its name, state of formation or form of organization.


 


8.15       Ownership
of Subsidiaries.


 


Notwithstanding any
other provisions of this Agreement to the contrary, (a) permit any Person (other than the Parent or any 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 and except for any joint ventures or
strategic alliances entered into in connection with the pursuit of business substantially related or incidental to a line of business
conducted by the Parent or any Subsidiary on the Closing Date, or (b) permit any Subsidiary to issue or have outstanding any shares
of preferred Equity Interests; provided, however, that the provisions of this Section 8.15 do not apply to a transaction of the
type permitted under Section 8.05(iv) hereof or with respect to the distribution to directors, officers or employees of shares
or cash in the event of a transaction of the type permitted under Section 8.05(iv) hereof.


 


8.16       Sale
Leasebacks.


 


Enter into any Sale
and Leaseback Transaction.


 


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 three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder,
or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


 




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(b)          Specific
Covenants.


 


(i)          Any
Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01 or 7.02 and
such failure continues for seven days; or


 


(ii)         Any
Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.03(a), 7.05(a)
(solely with respect to the Borrower), 7.10 or 7.11 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) any Responsible Officer of a Loan Party has knowledge of such failure or (ii) notice of such failure is delivered
to the Borrower by the Administrative Agent or any Lender; or


 


(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) The Parent or any Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) after giving effect to any applicable grace or cure periods in respect of any Material Indebtedness; (ii)
the Parent or any Subsidiary fails to observe or perform any other agreement or condition relating to any Material Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of
which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause, with the giving of notice if required, such Material 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 Material Indebtedness to be made, prior to its stated maturity; or (iii) 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 the Parent 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 the Parent or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by the Parent or such Subsidiary as a result thereof is greater than the Threshold Amount;
provided that the occurrence of any event or condition that does not otherwise constitute a Default or Event of Default
and permits the conversion of the Convertible Notes into common Equity Interests of the Parent or cash shall not constitute an
Event of Default pursuant to Section 9.01(e)(ii); or


 


(f)          Insolvency
Proceedings, Etc. The Parent 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 ninety 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 ninety calendar days, or an order for relief is entered in any such proceeding;
or


 




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(g)          Inability
to Pay Debts; Attachment. (i) The Parent 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


 


(h)          Judgments.
There is entered against the Parent 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), or (ii) one or more
non-monetary final judgments that have, or could reasonably be expected to have, 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 ten 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 one or more Loan Parties 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) one or more Loan Parties 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 obligations under the 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)          Subordinated
Debt Documentation. 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; or


 


(m)          Contract
Matters. (i) The Parent or any Subsidiary shall be suspended or debarred from contracting with the United States government
or any department, agency or instrumentality thereof, such suspension or debarment shall not have been stayed or lifted within
thirty (30) days after the imposition thereof, the Parent or any Subsidiary shall have exhausted all of its administrative remedies
and such suspension or debarment has had or would reasonably be expected to have a Material Adverse Effect; or (ii) the United
States government or any department, agency or instrumentality thereof shall have terminated any Governmental Contract and such
termination has had or would reasonably be expected to have a Material Adverse Effect.


 




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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,
by notice to the Borrower 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;


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); 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, subject to the provisions of Sections 2.14 and 2.15, shall 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 and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract
between the Borrower or any Subsidiary and any Lender or any Affiliate of a Lender to the extent such Swap Contract is permitted
by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C
Issuer in proportion to the respective amounts described in this clause Third held by them;


 




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Fourth,
to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of
breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between the Borrower or
any Subsidiary and any Lender or any Affiliate of a Lender to the extent such Swap Contract is permitted by Section 8.03(e),
and (c) to the extent required thereunder, payments of amounts due under any Treasury Management Agreements between the Borrower
or any Subsidiary and any Lender or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to
Sections 2.03 and 2.14, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management
Agreements, Affiliates of Lenders) and the L/C Issuer 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.


 


Subject to Section
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.


 


Article
X



ADMINISTRATIVE AGENT


 


10.01       Appointment
and Authority.


 


Each of the Lenders
and the L/C Issuer hereby irrevocably appoints Royal Bank of Canada 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 no Loan Party shall have rights as a third party beneficiary of any of such provisions.


 


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 Swap Contract provider and potential Treasury Management Agreement provider)
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, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary
or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


 


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. 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; 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. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given to the Administrative Agent by 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 of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer,
the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative
Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.


 


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.


 


10.06       Resignation
of Administrative Agent.


 


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 approval of the Borrower (such approval not to
be unreasonably withheld or delayed) unless an 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 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if
the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (b) 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 as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section. 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 retired)
Administrative Agent, and the retiring 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 Administrative Agent’s resignation 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
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 Administrative Agent was acting as Administrative Agent.


 




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Any resignation by
Royal Bank of Canada as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing
Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(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 the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 


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 arising under the Loan Documents that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent
and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(h) and (i), 2.09 and 11.04) allowed in such judicial proceeding; and


 




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(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.


 


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.


 


The Lenders 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 Revolving Commitments and payment in full of the Obligations (other than contingent indemnification obligations) and the expiration
or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) that is transferred or to be transferred as part of or in connection with
any 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 hereunder.


 


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.


 




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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 applicable Loan Party, 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, unless in writing and signed by all of the Lenders (other than any Lender that is, at
such time, a Non-Compliant Lender), do any of the following at any time:


 


(i)          extend
or increase (x) the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) and
(y) the aggregate unpaid principal amount of Loans, 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 is not considered an extension or increase
in Commitments of any Lender);


 


(ii)         postpone
any date scheduled 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) 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 to (A) amend the definition of “Default Rate” or 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;


 


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


 


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


 


(vi)        release
the Parent or 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 guaranteed 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);


 


(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


 




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(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, however, 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) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (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 (A) the Commitment of such Lender
may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected
Lenders shall require the consent of such Defaulting Lender, (iii) 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, (iv) 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, and (v) any waiver, amendment or other modification referred to in subclauses (a)(i)
or (a)(ii) above with respect to the Loans or Commitments of any Lender may be made with the prior written consent of such Lender.


 


Notwithstanding any provision herein to
the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the
Loan Parties (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions
of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably
(or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents
with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in
connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders,
the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by
the Required Lenders or by any other number, percentage or class of Lenders hereunder.


 


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 telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(i)          if
to any Loan Party, to the Borrower at:


 


The KEYW Corporation


7740 Milestone Parkway, Suite 400


Hanover, MD 21076


Attention: Philip Calamia, Chief
Financial Officer


Tel: 1-443-733-1600


Fax: 1-443-733-1601


Email: pcalamia@hexiscyber.com


 




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Or such other address, telecopier number, electronic
mail address or telephone number specified for such Person on Schedule 11.02.


 


With a copy to:


 


Doug Darbut


Holland & Knight


701 Brickell Avenue, Suite 3100


Miami, FL 33131


Facsimile: 1-305-789-7799


 


(ii)         if
to the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address
or telephone number specified for such Person on Schedule 11.02; and


 


(iii)        if
to any other Lender, to the address, telecopier 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 telecopier 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, including all information, documents
and other materials that the Borrower is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to
the Lenders under Section 7.01 and 7.02, 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 or the Borrower may, 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), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient, 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.


 




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(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party,
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 any Loan Party,
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).


 


(d)          Change
of Address, Etc. Each Loan Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to
each Loan Party, 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, telecopier 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 Parent and/or any of its Subsidiaries 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 Loan Notices 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.


 




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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 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.


 


11.04       Expenses;
Indemnity; and Damage Waiver.


 


(a)          Costs
and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or
the L/C Issuer), and shall pay all reasonable fees and time charges for attorneys who may be employees of 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) during any workout or restructuring (or negotiations
in respect of any workout or restructuring) of the Loans or Letters of Credit.


 




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(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), and shall indemnify and hold harmless each Indemnitee
from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party 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 the Borrower or any Subsidiary, or any Environmental Liability
related in any way to the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any
Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by
a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee 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 non-appealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


 


(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 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 or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent (or any such sub-agent) or the L/C Issuer 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) or L/C Issuer 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, 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 non-appealable judgment of a court of competent jurisdiction.


 


(e)          Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


 




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(f)          Survival.
The agreements in this Section 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.


 


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 Revolving Commitment and Revolving Loans
at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned;


 




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(B)         in
any case not described in subsection (b)(i)(A) of this Section 11.06, the aggregate amount of the Revolving Commitment
(which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect,
the principal outstanding balance of the Revolving 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 million in the case
of an assignment of a Revolving Commitment (and the related Revolving Loans thereunder) 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); provided, however, that concurrent assignments to members of an Assignee Group
and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members
of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been
met; and


 


(ii)         Proportionate
Amounts. Each partial assignment of Revolving Commitment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Commitment assigned, except
that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;


 


(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 or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided that the 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 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 any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Commitment
subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and


 


(C)         the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


 


(D)         the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
if such assignment is to a Person that is not a Lender.


 


(iv)        Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 




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(v)         No
Assignment to Certain Persons. No such assignment shall be made (A) to the Parent or the Borrower or any of their respective
Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.


 


(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 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.


 


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). 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 and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts 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, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation,
and revocation of designation, of any Lender as a Defaulting Lender. 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.


 




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(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, Defaulting Lender or the Parent or the Borrower or any of their respective 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. 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. Subject to subsection (e) of this
Section, 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.
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 such Participant agrees to be subject to Section 2.13 as though it were a Lender.


 


(e)          Limitations
on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would
be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
3.01(e) as though it were a Lender.


 


(f)          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.


 


(g)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Royal Bank of Canada assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Royal of Canada
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 Royal of Canada as
L/C Issuer or Swing Line Lender, as the case may be. If Royal of Canada 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 Royal of Canada
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 Royal of Canada to effectively assume the obligations of Royal of Canada with respect
to such Letters of Credit.


 




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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 and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to a Loan Party and its obligations, (g) with the consent of the Borrower or (h) 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.


 


For purposes of this
Section, “Information” means all information received from the Parent or any Subsidiary relating to the Parent
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 the Parent or any Subsidiary, provided
that, in the case of information received from the Parent any Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning
the Parent 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.


 




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11.08       Set-off.


 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan
Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand
under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office 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 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.


 


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 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 telecopy or other electronic imaging means 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.


 




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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 (i) any Lender requests
compensation under Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”)
does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved
by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly
affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, 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
and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);


 


(b)          such
Lender shall have received payment of an amount equal to 100% of 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 any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver,
discharge or termination with respect to any Loan Document, the applicable assignee consents to the proposed change, waiver, discharge
or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption
shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting
Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to this Section
11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.


 




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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 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)          SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION
OF 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 SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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.


 


(c)          WAIVER
OF VENUE. EACH OF THE PARTIES HERETO 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.


 




    	103



    	 



    

  


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 and the Arranger are
arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative
Agent and the Arranger, 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 and the Arranger 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 nor the Arranger 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 and the Arranger 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 nor the Arranger 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 and the Arranger with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


11.17       Electronic
Execution of Assignments and Certain Other Documents.


 


The words “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 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.


 




    	104



    	 



    

  


11.18       Subordination
of Intercompany Indebtedness.


 


Each holder of Intercompany
Indebtedness (each a “Holder”) and each issuer of Intercompany Indebtedness (each a “Maker”)
agrees with the Administrative Agent and the other holders of the Obligations as follows:


 


(a)          Subordination.
The payment of principal, interest, fees and other amounts with respect to Intercompany Indebtedness is expressly subordinated
to the Obligations (provided that payment of principal, interest, fees and other amounts with respect to Intercompany Indebtedness
may be made to the extent permitted by Section 11.18(b)).


 


(b)          Payments.
If an Event of Default has occurred and is continuing, no Maker may make, and no Holder may take, demand, receive or accept, any
payment with respect to Intercompany Indebtedness. If no Event of Default has occurred and is continuing, each Maker may make,
and each Holder may take, demand, receive and accept, any payment with respect to Intercompany Indebtedness.


 


(c)          Payments
Held in Trust. In the event any payment of principal or interest or distribution of property of any Maker on or in respect
of Intercompany Indebtedness shall be received by any Holder in violation of this Section 11.18, such payment or distribution
shall be held in trust for the Administrative Agent, for the benefit of the holders of the Obligations, and such Holder will forthwith
turn over any such payments in the form received, properly endorsed or assigned, to the Administrative Agent, for the benefit of
the holders of the Obligations.


 


(d)          Enforcement.
No Holder shall be entitled to demand payment of or accelerate any Intercompany Indebtedness or to exercise any remedies or take
any actions against any Maker to enforce any of such Holder’s rights with respect to Intercompany Indebtedness.


 


(e)          Collateral.
No Holder will ask, demand, accept, or receive any collateral security from any Loan Party for the payment of Intercompany Indebtedness,
and any collateral security for the payment of Intercompany Indebtedness that any Holder may now or hereafter have on any property
of any Loan Party is expressly subordinated to the Liens of the Administrative Agent, for the benefit of the holders of the Obligations,
securing the Obligations.


 


(f)          Attorney
in Fact. Each Holder irrevocably authorizes and directs the Administrative Agent and any trustee in bankruptcy, receiver, custodian
or assignee for the benefit of creditors of any Maker, whether in voluntary or involuntary liquidation, dissolution or reorganization,
in its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided for in this Section
11.18 and irrevocably appoints, which appointment is coupled with an interest, upon the occurrence and during the continuation
of any Event of Default, the Administrative Agent, or any such trustee, receiver, custodian or assignee, its attorneys in fact
for such purpose with full powers of substitution and revocation.


 


(g)          Proof
and Vote of Claims. Each Holder irrevocably appoints, which appointment is irrevocable and coupled with an interest, the Administrative
Agent as such Holder’s true and lawful attorney, with full power of substitution, in the name of such Holder, the Administrative
Agent, the holders of the Obligations or otherwise, for the sole use and benefit of the Administrative Agent, to the extent permitted
by Law, to prove and vote all claims relating to Intercompany Indebtedness, and to receive and collect all distributions and payments
to which such Holder would be otherwise entitled on any liquidation of any Maker or any of its property or in any proceeding affecting
any Maker or its property under any Debtor Relief Laws.


 




    	105



    	 



    

  


(h)          No
Interference. Each Holder agrees (i) not to take any action as the holder of Intercompany Indebtedness that will impede, interfere
with or restrict or restrain the exercise by the Administrative Agent of its rights and remedies under the Loan Documents and (ii)
upon the commencement of any proceeding under Debtor Relief Laws, to take such actions as the holder of Intercompany Indebtedness
as may be reasonably necessary or appropriate to effectuate the subordination provided hereby. In furtherance thereof, each Holder,
in its capacity as a holder of Intercompany Indebtedness, agrees not to oppose any motion filed or supported by the Administrative
Agent or any other holder of the Obligations for relief from stay or for adequate protection in respect of the Obligations and
not to oppose any motions supported by the Administrative Agent or any other holder of the Obligations for any Loan Party’s
use of cash collateral or post petition borrowing from any of the Lenders or the Administrative Agent.


 


11.19       USA
PATRIOT Act.


 


Each Lender that is
subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the
Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties 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.


 


[SIGNATURE
PAGES FOLLOW]


 




    	106



    	 



    

  


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


 


	BORROWER:	THE KEYW CORPORATION, 	 
	 	a Maryland corporation	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


	GUARANTORS:	 	 
	 	THE KEYW HOLDING CORPORATION, 	 
	 	a Maryland corporation	 


 


	 	By:	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


	 	THE ANALYSIS GROUP, LLC, 	 
	 	a Virginia limited liability company	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


	 	Everest Technology Solutions, Inc.,	 
	 	a Delaware corporation	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer 	 


 


	 	HEXIS CYBER SOLUTIONS, INC.,	 
	 	a Maryland corporation	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer 	 


 


	 	FLI-HI LLC, 	 
	 	a Massachusetts limited liability company	 


 


	 	By:	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

  


	 	SENSAGE, INC., 	 
	 	a California corporation	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


	 	POOLE & ASSOCIATES, INC.,	 
	 	a Maryland corporation	 


 


	 	By: 	/s/ Leonard Moodispaw	 
	 	Name:	Leonard E. Moodispaw	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as Administrative Agent


 


	 	By: 	/s/ Ann Hurley
	 	Name:  	Ann Hurley
	 	Title:	Manager, Agency


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as Lender, Swingline Lender, and 
	 	L/C Issuer


 


	 	 	 
	 	By:	/s/ Richard Smith
	 	Name:	Richard Smith
	 	Title:	Authorized Signatory


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A.,
	 	as Lender


 


	 	By:	/s/ Mark A. Zirkle
	 	Name:	Mark. A. Zirkle
	 	Title:	Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as Lender


 


	 	By:	/s/ Peter J. Mandanis
	 	Name:	Peter J. Mandanis
	 	Title:	Senior Vice President


 


[Signature Page to Credit Agreement]


 




    	 



    	 



    

  


SCHEDULES TO CREDIT AGREEMENT, DATED JULY 21, 2014


 


	 	1.01	Specified Shareholders
	 	2.01	Commitments and Applicable Percentages
	 	6.13	Subsidiaries
	 	6.17	IP Rights
	 	6.20-1	Locations of Real Property
	 	6.20-2	Location of Chief Executive Office, Taxpayer Identification Number, Etc.
	 	6.20-3	Changes in Legal Name, State of Formation and Structure
	 	6.22	Investigations and Inquiries
	 	7.14	Post-Closing Matters
	 	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


 




    	 



    	 



    

 


Schedule 1.01


 


Specified Shareholders


 


AllianceBernstein LP


Baron Capital Group, Inc. and related parties


BlackRock, Inc.


Capital Research Global Investors


FMR, LLC


The Hannon Family LLC and related parties


Oak Ridge Investments, LLC


Vedanta Opportunities Fund, L.P. and related parties


 




    	 



    	 



    

 


Schedule 2.01


 





Commitments and Applicable Percentages


 


	Lender	 	Revolving Loan
 Commitment	 	 	Revolving Loan
 Commitment
 Percentage	 
	Royal Bank of Canada	 	$	22,500,000	 	 	 	52.94117647	%
	Bank of America, N.A.	 	$	12,500,000	 	 	 	29.41176471	%
	SunTrust Bank	 	$	7,500,0000	 	 	 	17.64705882	%
	Total:	 	$	42,500,000.00	 	 	 	100.000000000	%





 



    	 



    	 



    







 


Schedule 6.13 


 


Subsidiaries


 


The KEYW Corporation (a wholly-owned subsidiary of The KEYW
Holding Corporation)

(a) Maryland


(b) 1000 shares


(c) 100%


 


Hexis Cyber Solutions, Inc. (a wholly-owned subsidiary of The
KEYW Holding Corporation)

(a) Maryland


(b) 11,111 shares


(c) 100% owned 


 


The Analysis Group, LLC (a wholly-owned subsidiary of The KEYW
Corporation)

(a) Virginia


(b) 10,000 units


(c) 100% owned


 


Everest Technology Solutions, Inc. (a wholly-owned subsidiary
of The KEYW Corporation)

(a) Delaware


(b) 100 shares


(c) 100% owned


 


FLI-HI, LLC (a wholly-owned subsidiary of The KEYW Corporation)

(a) Massachusetts


(b) n/a


(c) 100% owned 


 


Poole & Associates, Inc. (a wholly-owned subsidiary of The
KEYW Corporation)


(a) Maryland


(b) 20,000 shares


(c) 100% owned


 


SenSage, Inc. (a wholly-owned subsidiary of Hexis Cyber Solutions,
Inc.)


(a) California


(b) 1000 shares


(c) 100% owned


 


Hexis Cyber Solutions Worldwide Limited (a wholly-owned subsidiary
of Hexis Cyber Solutions, Inc.)


(a) UK


(b) 1000 shares


(c) 100% owned


 




    	 



    	 



    

  


Schedule 6.17


 


IP Rights


 


Patents issued:


 


	5,790,188 	Computer controlled, 3-CCD camera, airborne, variable interference filter imaging spectrometer system	The KEYW Corporation
	6,211,906 	Computerized component variable interference filter imaging spectrometer system method and apparatus	The KEYW Corporation
	7,024,414	Storage of row-column data	Sensage, Inc.
	7,149,366 (Abandoned) 	High-definition hyperspectral imaging system	The KEYW Corporation
	8,358,499	Data storage module comprising multiple storage medium components	The KEYW Corporation
	8,462,209	Dual-swath imaging system	The KEYW Corporation
	7,346,922	Proactive network security system to protect against	Hexis Cyber Solutions, Inc.
	7,019,777	Multispectral imaging system with spatial resolution	The KEYW Corporation


 


Patent Applications:


 


	13/273,373	Partial arc curvilinear direct drive servomotor	The KEYW Corporation
	13/603,307	Monitoring, analysis, and interdiction of computer-related communication in complex networks	The KEYW Corporation
	13/631,285	Transactional indexed file system for row- column data	The KEYW Corporation 
	13/872,675	Index for fast batch updates of large data tables	SenSage, Inc.
	13/895,666	Packet capture deep packet inspection sensor (U.S. and International)	The KEYW Corporation 
	13/902,648	Enterprise-scalable model-based analytics (U.S. and International)	The KEYW Corporation
	13/966,710	Network attack offensive appliance	The KEYW Corporation
	14/249,071	Systems and methods for optimizing computer network operations	The KEYW Corporation


 




    	 



    	 



    

 


Article
XII


 


Article
XIIITrademarks:


 


	77-859049, Reg. No. 3986467	EGIMBAL	The KEYW Corporation 
	85-303933, Reg. No. 4066831	FLIGHT LANDATA and Design	The KEYW Corporation
	78-481756, Reg. No. 3011351	SenSage	SenSage, Inc.
	76698159, Reg. No. 3748024	Office Beat	Poole & Associates, Inc.
	77208630, Reg. No. 3595598	RSIGNIA	
        The KEYW Corporation

	85350176, Reg. No. 4098734	JOINT FORCES SENSOR	
        The KEYW Corporation 

	85348935, Reg. No. 4101836	Packet Jet	
        The KEYW Corporation 

	77907590, Reg. No. 3941733	Cyber Warrior	
        The KEYW Corporation 

	77857434, Reg. No. 3784769	Cywarfius	
        The KEYW Corporation 

	77907929, Reg. No. 3849729	Cyberscope	
        The KEYW Corporation 

	77740384, Reg. No. 3725282	CyWarfius	
        The KEYW Corporation 

	77837154, Reg. No. 3789947	CyWarfius Probe	
        The KEYW Corporation 

	77201153, Reg. No. 3686592	Easynac	Hexis Cyber Solutions, Inc.


 




    	 



    	 



    

  


Trademark Applications:


 


	86217707	Parrot Labs and corresponding service mark	The KEYW Corporation
	85953907	Hawkeye and corresponding service mark	The KEYW Corporation
	86020743, 86020728	Hexis Cyber Solutions and corresponding service mark	Hexis Cyber Solutions, Inc.
	85951518	Aeroptic	The KEYW Corporation
	86325470	NETBEAT	Hexis Cyber Solutions, Inc.
	86028666	[image]	Hexis Cyber Solutions, Inc.
	86245408	[image]	The KEYW Corporation


 


Copyrights:


 


	Txu 1-711-169 	Business Courtesies (pamphlet)	Poole & Associates, Inc.
	Txu 1-711-166 	THE DRESS CODE (pamphlet)	Poole & Associates, Inc.
	TX0007121658 	Moving Toward a Unified Threat Assessment and Analysis Tool (Text)	Poole & Associates, Inc.


 




    	 



    	 



    

  


Schedule 6.20-1


 


Location of Leased Property


 


	Location of Leased Property	Lessee
	 	 
	7740 Milestone Parkway

    Hanover, MD 21076	The KEYW Corporation
	 	 
	7663 Old Telegraph Road

Severn, Maryland 21144
	The KEYW Corporation
	 	 
	1334 Ashton Road, Suite A

    Hanover, Maryland 21076	The KEYW Corporation
	 	 
	7667 Old Telegraph Road

    Severn, Maryland 21144	The KEYW Corporation
	 	 
	2900 Fairview Park Drive, #300

Falls Church, VA 22042
	The KEYW Corporation
	 	 
	700 Brooker Creek Blvd., #1400

    Oldsmar, Florida 34677	The KEYW Corporation
	 	 
	15036 Conference Center Dr., #401

    Chantilly, Virginia 20151	The KEYW Corporation
	 	 
	685 Mosser Road

    McHenry, Maryland 21541	The KEYW Corporation
	 	 
	250 Clarke Street

    North Andover, MA	The KEYW Corporation
	 	 
	Hangar #1

    Lawrence Airport

    North Andover, MA 01845	The KEYW Corporation
	 	 
	Hangar

    492 Sutton Street

    North Andover, MA 01845	The KEYW Corporation
	 	 
	Hangar 

89 Perimeter Road

Nashua, NH 03063	

    The KEYW Corporation


 




    	 



    	 



    

  


	10820
                                         Guilford Road

        Suites 201-204

        Annapolis Junction, MD 20701

         
	The
                                         KEYW Corporation,

        assigned to Proove Biosciences,
        Inc.

	9693
                                         Gerwig Lane

        Columbia, MD 21046
	Hexis Cyber Solutions,
    Inc.
	 	 
	7471
                                         Candlewood Road

        Suites 104-112

        Hanover, MD 21076
	Poole & Associates,
    Inc.
	 	 
	12633
                                         Challenger Parkway

        Orlando, FL 32826
	The KEYW Corporation
	 	 
	2800
                                         Campus Drive, Suite 150

        San Mateo, CA
	The KEYW Corporation


 




    	 



    	 



    

  


Schedule 6.20-2


 


Locations of Chief Executive Office,
Taxpayer Identification Number


 


	The KEYW Holding Corporation	TIN:  26-0006228
	7740 Milestone Parkway, Suite 400	Org #:  3348499
	Hanover, MD 21076	 
	TIN:  27-1594952	FLI-HI, LLC
	Org #:  D13357330	250 Clark Street
	 	North Andover, MA 01845
	The KEYW Corporation 	TIN: 00-0948575
	7740 Milestone Parkway, Suite 400	Org #:  000948575
	Hanover, MD 21076	 
	TIN:  26-2620786	Poole & Associates, Inc.
	Org #:  D12526901	10820 Guilford Road
	 	Annapolis Junction, MD 20701
	Hexis Cyber Solutions, Inc. 	TIN: 52-2186559
	7740 Milestone Parkway, Suite 400	Org #: D05340625
	Hanover, MD 21076	 
	TIN: 06-1643722	SenSage, Inc.
	Org #:  D06959985	1400 Bridge Parkway
	 	Suite 202
	The Analysis Group, LLC	Redwood City, CA 94065
	2900 Fairview Park Drive, Third Floor	TIN: 94-3384824
	Falls Church, VA 22042	Org #: C2325635
	TIN:  27-1877092	 
	Org #:  S067240-4	Hexis Cyber Solutions Worldwide, Limited
	 	3 More London Riverside
	Everest Technology Solutions, Inc.	London SE1 2AQ
	2900 Fairview Park Drive, Third Floor	UK
	Falls Church, VA 22042	Org #: 09075251 (England and Wales)


 




    	 



    	 



    

  


Schedule 6.20-3 


 


Changes in Legal Name, State of Formation,
and Structure


 


		1.	The KEYW Holding Corporation –



		a.	The KEYW Corporation underwent a restructure on December 29, 2009, at which time The KEYW Holding
Corporation (a Maryland corporation) was incorporated, and The KEYW Holding Corporation became the parent of The KEYW Corporation.



		b.	On January 1, 2014, The KEYW Corporation transferred the stock of its wholly-owned subsidiary,
Hexis Cyber Solutions, Inc., to The KEYW Holding Corporation.



 


		2.	The KEYW Corporation –



		a.	On March 31, 2011, The KEYW Holding Corporation transferred the stock of Everest Technology Solutions,
Inc. to The KEYW Corporation.



		b.	On July 13, 2012, Insight Information Technology, LLC, a wholly-owned subsidiary of The KEYW Corporation,
merged with The KEYW Corporation (where The KEYW Corporation was the surviving entity).



		c.	On December 20, 2012, Sycamore Services, Inc., a wholly-owned subsidiary of Sycamore.US, Inc.,
merged with The KEYW Corporation (where The KEYW Corporation was the surviving entity).



		d.	On December 20, 2012, the following wholly-owned subsidiaries of The KEYW Corporation merged with
The KEYW Corporation (where The KEYW Corporation was the surviving entity): (a) Integrated Computer Concepts, Inc., (b) S&H
Enterprises of Central Maryland, Inc., and (c) Sycamore.US, Inc.



		e.	On March 13, 2013, Forbes Analytic Software, a wholly-owned subsidiary of The KEYW Corporation,
merged with The KEYW Corporation (where The KEYW Corporation was the surviving entity).



		f.	On July 16, 2013, The KEYW Corporation transferred the stock of SenSage, Inc. to Hexis Cyber Solutions,
Inc.



		g.	On January 1, 2014, The KEYW Corporation transferred the stock of its wholly-owned subsidiary,
Hexis Cyber Solutions, Inc., to The KEYW Holding Corporation.



		h.	On April 16, 2014, I.D.E.A.L. Technology Solutions, Inc., a wholly-owned subsidiary of The KEYW
Corporation, merged with The KEYW Corporation (where The KEYW Corporation was the surviving entity).



		i.	On April 30, 2014, Flight Landata, Inc., a wholly-owned subsidiary of The KEYW Corporation, merged
with The KEYW Corporation (where The KEYW Corporation was the surviving entity), and FLI-HI, LLC, a wholly-owned subsidiary
of Flight Landata, Inc. became a wholly-owned subsidiary of The KEYW Corporation.



 




    	 



    	 



    

  


		3.	Everest Technology Solutions, Inc. –



		a.	On November 24, 2010, Everest Technology Solutions, Inc. (the “Company”) formed ETS
Holdings, Inc. (“Holdings”), a Delaware corporation and a wholly owned subsidiary of the Company.



		b.	On November 24, 2010, Holdings formed ETS Merger Sub, Inc. (“Merger Sub”), a Delaware
corporation and a wholly owned subsidiary of Holdings.



		c.	On December 1, 2010, Merger Sub merged with and into the Company, with the Company surviving the
merger and becoming a wholly owned subsidiary of Holdings.



		d.	On December 10, 2010, The KEYW Holding Corporation acquired all of the outstanding capital stock
of the Company from Holdings.



		e.	On March 31, 2011, The KEYW Holding Corporation transferred the stock of Everest Technology Solutions,
Inc. to The KEYW Corporation.



 


		4.	Hexis Cyber Solutions, Inc. (formerly named JKA Technologies, Inc.) –



		a.	On March 8, 2011, JKA Holdings, Inc., a Maryland corporation, was formed as a holding corporation
for the stock of the owners of JKA Technologies, Inc.



		b.	On March 31, 2011, JKA Holdings, Inc. transferred the stock to The KEYW Corporation.



		c.	On July 16, 2013, JKA Technologies, Inc. filed a name change in the form of Amended Articles of
Incorporation with the Maryland State Department of Assessments and Taxation and became Hexis Cyber Solutions, Inc.



		d.	On July 16, 2013, The KEYW Corporation transferred the stock of SenSage, Inc. to Hexis Cyber Solutions,
Inc.



		e.	On January 1, 2014, The KEYW Corporation transferred the stock of Hexis Cyber Solutions, Inc. to
The KEYW Holding Corporation.



 


		5.	SenSage, Inc. –



		a.	On September 13, 2012, SenSage, Inc. merged with SSI Acquisition Corporation, a wholly-owned subsidiary
of The KEYW Corporation, where SenSage, Inc. was the surviving entity.



		b.	On July 16, 2013, The KEYW Corporation transferred the stock of SenSage, Inc. to Hexis Cyber Solutions,
Inc.



		c.	On April 15, 2014, SenSage International, Inc., a wholly-owned subsidiary of SenSage, Inc. merged
with SenSage, Inc. (where SenSage, Inc. was the surviving entity).



 


		6.	Hexis Cyber Solutions Worldwide, Limited –



		a.	On June 6, 2014, Hexis Cyber Solutions Worldwide, Limited was incorporated in the United Kingdom,
with Hexis Cyber Solutions, Inc. as its sole stockholder.



 




    	 



    	 



    

  


Schedule 6.22


 


Investigations and
Inquiries


 


None


 




    	 



    	 



    

  


Schedule 7.14


 


Post-Closing Matters


 


		1.	Within 30 days after the Closing Date, deliver to the Administrative Agent customary insurance endorsements
in favor of the Administrative Agent, identifying the Administrative Agent as a loss payee and mortgagee and/or additional insured,
pursuant to Section 7.07 of the Agreement.



 


		2.	Within 60 days after the Closing Date, deliver to the Administrative Agent the Hexis Cyber Solutions Worldwide, Limited stock
certificate evidencing no less than 66% of Hexis Cyber Solutions, Inc.’s ownership thereof and respective stock power in
blank thereto.



 




    	 



    	 



    

  


Schedule 8.01


 


Liens Existing on the
Closing Date


 


		1.	Marlin Business Bank is the secured party under a UCC Financing Statement (File No. 181443509)
filed April 11, 2012.  



 


		2.	Marlin Business Bank is the secured party under a UCC Financing Statement (File No. 181446536)
filed May 21, 2012.  



 


		3.	Electro Rent Corporation is the secured party under a UCC Financing Statement (File No. 181475342)
filed June 18, 2013.



 




    	 



    	 



    

  


Schedule 8.02


 


Investments Existing
on the Closing Date


 


		1.	See Schedule 6.13.



 


		2.	All Guarantees included in the Loan Documents.



 




    	 



    	 



    

  


Schedule 8.03


 


Indebtedness Existing
on the Closing Date


 


		1.	Secured Indebtedness with respect to certain Canon imagerunner copiers evidenced by UCC Financing
Statement (File No. 181443509) filed April 11, 2012.  



 


		2.	Secured Indebtedness with respect to certain Cannon copier/printers evidenced by UCC Financing
Statement (File No. 181446536) filed May 21, 2012.  



 


		3.	Secured Indebtedness with respect to certain collateral with Asset # 1262628E evidenced by UCC
Financing Statement (File No. 181475342) filed June 18, 2013.



 




    	 



    	 



    




 


Schedule 11.02


 


Certain Addresses for
Notices


 


Loan Parties:


 


c/o The KEYW Holding Corporation


7740 Milestone Parkway, Suite 400


Hanover, MD 21076


Attention: Philip L. Calamia, Chief Financial Officer


Tel: 1-443-733-1600


Fax: 1-443-733-1601


Email: pcalamia@keywcorp.com


 


With a copy to:


 


Holland & Knight LLP


1600 Tysons Boulevard, Suite 700


McLean, Virginia 22102


Attention: David S. Cole


Telephone: (703) 720-8630


Facsimile: (703) 720-8610


 


and


 


Holland & Knight LLP


1600 Tysons Boulevard, Suite 700


McLean, Virginia 22102


Attention: Jonathan Wolcott


Telephone: (703) 720-8073


Facsimile: (703) 720-8610


 


Administrative Agent, Swing Line Lender


or L/C Issuer:


 


RBC Agency Services Group


4th Floor, 20 King Street West


Toronto, Ontario M5H 1C4


Attention: Manager, Agency Services


Email: ann.hurley@rbccm.com


Telephone: (416) 842-3996


Telecopy: (416) 842-4023


 




    	 



    	 



    

  


With a copy to:


Paul Hastings LLP


75 East 55th Street


New York, New York 10022


Attention: Michele Cohen


Email: michelecohen@paulhastings.com


Telephone: (212) 318-6653


Telecopy: (212) 230-7862