Exhibit 10.1


 


Execution Version


 


Published Deal CUSIP Number: 12507LAG1


Published Revolver Facility CUSIP Number: 12507LAH9


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of February 25, 2022


 


among


 


CBOE GLOBAL MARKETS, INC.,


as the Company,


 


BANK
OF AMERICA, N.A.,


as Administrative Agent and as Swing Line Lender,


 


and


 


The Other Lenders Party Hereto


 


 


BOFA
SECURITIES, INC.


as Sole Lead Arranger and Sole Bookrunner,


 


and


 


AGRICULTURAL
BANK OF CHINA, LTD.,


BANK OF CHINA, CHICAGO BRANCH,


BARCLAYS BANK PLC,


CITIBANK N.A.,


DEUTSCHE BANK SECURITIES INC.,


GOLDMAN SACHS BANK USA,


JPMORGAN CHASE BANK, N.A.,


MORGAN STANLEY SENIOR FUNDING, INC.,


ROYAL BANK OF CANADA,


THE
TORONTO DOMINION BANK, NEW YORK BRANCH and


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Syndication Agents


 






    


     


    

 


TABLE OF CONTENTS


 


	Section	Page
	 	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
	1.01.	Defined Terms	1
	1.02.	Other Interpretive Provisions	28
	1.03.	Accounting Terms	29
	1.04.	Rounding	30
	1.05.	Times of Day	30
	1.06.	Interest Rates	30
	1.07.	Exchange Rates; Currency Equivalents	30
	1.08.	Change of Currency	31
	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	31
	2.01.	Committed Loans	31
	2.02.	Borrowings, Conversions and Continuations of Committed Loans	32
	2.03.	Swing Line Loans	34
	2.04.	Prepayments	37
	2.05.	Termination or Reduction of Commitments	37
	2.06.	Repayment of Loans	38
	2.07.	Interest	38
	2.08.	Fees	39
	2.09.	Computation of Interest and Fees	40
	2.10.	Evidence of Debt	40
	2.11.	Payments Generally; Administrative Agent’s Clawback	40
	2.12.	Sharing of Payments by Lenders	42
	2.13.	Increase in Commitments	43
	2.14.	Defaulting Lenders.	44
	2.15.	Designated Borrowers	46
	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	47
	3.01.	Taxes	47
	3.02.	Illegality	52
	3.03.	Inability to Determine Rates	53
	3.04.	Increased Costs; Reserves on Term SOFR Loans	56
	3.05.	Compensation for Losses	57
	3.06.	Mitigation Obligations; Replacement of Lenders	58
	3.07.	Survival	59
	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	59
	4.01.	Conditions to Closing	59
	4.02.	Conditions to all Credit Extensions	60
	4.03.	Conditions of Initial Credit Extensions to Each Designated Borrower	61
	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	62
	5.01.	Existence, Qualification and Power	62


 



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	5.02.	Authorization; No Contravention	62
	5.03.	Governmental Authorization	63
	5.04.	Binding Effect	63
	5.05.	Financial Statements; No Material Adverse Effect	63
	5.06.	Litigation	63
	5.07.	No Default	64
	5.08.	Ownership of Property	64
	5.09.	Taxes	64
	5.10.	Margin Regulations; Investment Company Act	64
	5.11.	Disclosure	64
	5.12.	Compliance with Laws	65
	5.13.	OFAC; USA PATRIOT Act.	65
	5.14.	Anti-Corruption Laws.	65
	5.15.	ERISA	65
	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	66
	6.01.	Financial Statements	66
	6.02.	Certificates; Other Information	66
	6.03.	Notices	68
	6.04.	Payment of Taxes	68
	6.05.	Preservation of Existence, Etc.	69
	6.06.	Compliance with Laws	69
	6.07.	Books and Records	69
	6.08.	Inspection Rights	69
	6.09.	Use of Proceeds	69
	6.10.	Anti-Corruption Laws.	69
	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	70
	7.01.	Liens	70
	7.02.	Subsidiary Indebtedness	72
	7.03.	Fundamental Changes	74
	7.04.	Financial Covenants	74
	7.05.	Use of Proceeds	75
	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	76
	8.01.	Events of Default	76
	8.02.	Remedies Upon Event of Default	77
	8.03.	Application of Funds	77
	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	78
	9.01.	Appointment and Authority	78
	9.02.	Rights as a Lender	78
	9.03.	Exculpatory Provisions	79
	9.04.	Reliance by Administrative Agent	79
	9.05.	Delegation of Duties	80
	9.06.	Resignation of Administrative Agent	80
	9.07.	Non-Reliance on Administrative Agent and Other Lenders	81



 






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	9.08.	No Other Duties, Etc.	82
	9.09.	Administrative Agent May File Proofs of Claim	82
	9.10.	Certain ERISA Matters.	83
	9.11.	Erroneous Payments.	84
	 	 	 
	ARTICLE X. GUARANTY	86
	10.01.	Guaranty	86
	10.02.	Acknowledgments, Waivers and Consents	86
	10.03.	Reinstatement	89
	10.04.	Subrogation	89
	10.05.	Remedies	89
	10.06.	Payments	89
	10.07.	Effect of Bail-in Action	89
	 	 	 
	ARTICLE XI. MISCELLANEOUS	89
	11.01.	Amendments, Etc.	89
	11.02.	Notices; Effectiveness; Electronic Communication	91
	11.03.	No Waiver; Cumulative Remedies; Enforcement	93
	11.04.	Expenses; Indemnity; Damage Waiver	94
	11.05.	Payments Set Aside	96
	11.06.	Successors and Assigns	96
	11.07.	Treatment of Certain Information; Confidentiality	101
	11.08.	Right of Setoff	102
	11.09.	Interest Rate Limitation	102
	11.10.	Counterparts; Integration; Effectiveness	102
	11.11.	Survival of Representations and Warranties	103
	11.12.	Severability	103
	11.13.	Replacement of Lenders	103
	11.14.	Governing Law; Jurisdiction; Etc.	104
	11.15.	Waiver of Jury Trial	105
	11.16.	No Advisory or Fiduciary Responsibility	105
	11.17.	Electronic Execution of Assignments and Certain Other Documents	106
	11.18.	USA PATRIOT Act	107
	11.29.	Judgment Currency	107
	11.20.	Acknowledgement and Consent to Bail-In of Affected Financial
Institutions	108



 






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SCHEDULES


 


	2.01	 	Commitments and Applicable Percentages
	7.01	 	Existing Liens
	7.02	 	Existing Subsidiary Indebtedness
	11.02	 	Administrative Agent’s Office; Certain Addresses for Notices




 


EXHIBITS


 


	 	 	Form of
	 	 	 
	A-1	 	Committed Loan Notice
	A-2	 	Swing Line Loan Notice
	B	 	Note
	C	 	Compliance Certificate
	D	 	Assignment and Assumption
	E	 	Form of U.S. Tax Compliance Certificates
	F	 	Designation Agreement





 






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CREDIT AGREEMENT


 


This SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of February 25, 2022, by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”),
certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.15 (each a “Designated Borrower”
and, together with the Company, each a “Borrower” and collectively the “Borrowers”), each lender
from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK
OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


The Company has requested
that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrower, certain
financial institutions and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of December 21,
2020 (the “Existing Credit Agreement”), pursuant to which at the request of the Borrowers, the Lenders (as defined
therein) have agreed to extend credit to the Borrowers in the form of Loans (each as defined therein) at any time and from time to time
on and after the Closing Date and prior to the Maturity Date (each as defined therein), in an aggregate principal amount not to exceed
$250,000,000, subject to the terms and conditions thereinafter set forth;


 


WHEREAS, the Borrowers have
requested that the Lenders amend and restate the Existing Credit Agreement;


 


WHEREAS, the Lenders have
indicated their willingness to agree to such amendments and restatements of the Existing Credit Agreement on the terms and subject to
the conditions set forth hereinafter, and


 


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


 


ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquired Entity
or Business” has the meaning specified in the definition of “Consolidated EBITDA”.


 


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired
Entity or Business (determined as if references to the Company and the Subsidiaries in the definition of Consolidated EBITDA (and in the
component definitions used therein) were references to such Acquired Entity or Business and its subsidiaries), all as determined on a
consolidated basis for such Acquired Entity or Business.


 






    1


     


    

 


“Act” has
the meaning specified in Section 4.01(b).


 


“Administrative Agent”
means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.


 


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


 


“Administrative Questionnaire”
means an Administrative Questionnaire in substantially the form approved by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“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.


 


“AFX Overnight Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight transactions with members of the American
Financial Exchange, LLC, as published by the American Financial Exchange, LLC on the Business Day next succeeding such day; provided
that if such day is not a Business Day, the AFX Overnight Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day. All Loans that bear interest based on the AFX Overnight Rate shall be
denominated in Dollars.


 


“Agreed Currency”
means Dollars or any Alternative Currency, as applicable.


 


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


 


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


 


“Alternative Currency”
means each of the following currencies: Euro and Sterling.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent, by reference to Bloomberg (or such other publicly available service for
displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00
a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided,
however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative
Agent using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive
absent manifest error).


 






    2


     


    

 


“Alternative Currency
Loan” means a Sterling Daily Rate Loan or a Euro Term Rate Loan, as applicable.


 


“Applicable Authority”
means, with respect to (i) Term SOFR, CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR and (ii) any
Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having
jurisdiction over the Administrative Agent or such administrator.


 


“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented
by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.14. If the commitment of each
Lender to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate 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 initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable Rate”
means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 


	Applicable Rate
	Pricing
 Level	Debt Ratings 

S&P/Moody’s	Commitment

 Fee	Term SOFR
 Loans and Alternative 

Currency Loans 	Base Rate

 Loans
	1	> A +/ A1 or better	0.08%	0.75%	0.00%
	2	A / A2	0.10%	0.875%	0.00%
	3	A- / A3	0.125%	1.00%	0.00%
	4	BBB+ / Baa1	0.15%	1.125%	0.125%
	5	< BBB / Baa2	0.20%	1.25%	0.25%



 


“Debt Rating”
means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt
Ratings”) of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the
respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest);
(b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level
of the higher Debt Rating shall apply; (c) if the Company has only one Debt Rating, the Pricing Level applicable to such Debt Rating
shall apply and (d) if the Company does not have any Debt Rating, Pricing Level 5 shall apply.


 






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Initially, the Applicable Rate shall be determined
based upon the Debt Ratings in effect on the Closing Date, each of which shall be specified in the certificate delivered pursuant to Section 4.01(a)(vi).
Thereafter, each change in the Applicable Rate resulting from a publicly announced change in any Debt Rating shall be effective, in the
case of an upgrade, during the period commencing on the date of delivery by the Company to the Administrative Agent of notice thereof
pursuant to Section 6.03(e) and ending on the date immediately preceding the effective date of the next such change and,
in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately
preceding the effective date of the next such change.


 


“Applicable Time”
means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with
normal banking procedures in the place of payment.


 


“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 BofA Securities, Inc. in its capacity as sole lead arranger and sole 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 Eligible Assignee (with the consent of any party whose consent is required
by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form attached hereto as Exhibit D
or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Attorney Costs”
means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel.


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any finance lease of any Person, the amount thereof that would be required to be classified
and accounted for as finance lease obligations on a balance sheet of such Person prepared as of such date in accordance with GAAP and
(b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease 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 finance lease.


 






    4


     


    

 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31,
2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year
of the Company and its Subsidiaries, including the notes thereto.


 


“Availability Period”
means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender
to make Loans pursuant to Section 8.02.“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


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


 


“BofA Securities”
means BofA Securities, Inc. or its successor.


 


“Bankruptcy Code”
means the Bankruptcy Code of 1978, as amended.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the
rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and
(c) Term SOFR plus 1.00%; provided that if the Base Rate shall be less than 1%, such rate shall be deemed 1% for purposes
of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s
costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate
rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) and shall
be determined without reference to clause (c) above.


 


“Base Rate Committed
Loan” means a Committed Loan that is a Base Rate Loan.


 


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


 


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


 






    5


     


    

 


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


 


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


 


“BitGo Agreement”
means that certain Master Loan Agreement, by and between BitGo Prime, LLC and Eris Clearing, dated as of September 16, 2021.


 


“Borrower”
and “Borrowers” have the meanings specified in the introductory paragraph hereto and, for the avoidance of doubt, shall
always include the Company.


 


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


 


“Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may require.


 


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


 


(a) if such day relates
to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments
in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in
respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day; and


 


(b) if such day relates
to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day other than a day banks are closed
for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom.


 


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


 






    6


     


    

 


“Change of Control”
means, with respect to any Person, an event or series of events by which:


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of 40% or more of the equity securities of
the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis
(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);


 


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


 


(c)            the
Company ceases to own, directly or indirectly, 100% of the Equity Interests or other similar ownership interests of any Designated Borrower.


 


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.


 


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


 


“CME” means
CME Group Benchmark Administration Limited.


 


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


 


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


 


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


 






    7


     


    

 


“Committed Loan Notice”
means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation
of Term SOFR Loans or Euro Term Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the
form attached hereto as Exhibit A-1 or such other form as may be approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the applicable Borrower.


 


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


 


“Competitor”
means any Person that competes with the Company in the industries in which it and its Subsidiaries conduct their business and is identified
in writing to the Administrative Agent (or is a reasonably identifiable Affiliate of such Person on the basis of such Person’s name);
provided (i) that the foregoing shall not apply retroactively to disqualify any Person that previously acquired an assignment
of, or participation in, the Commitments or Loans to the extent such Person was not a Competitor at the time of such assignment or participation,
as applicable and (ii) any change to the list of Competitors shall not become effective until three (3) Business Days after
such change is posted to the Platform.


 


“Compliance Certificate”
means a certificate substantially in the form attached hereto as Exhibit C.


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with any Relevant Rate or any proposed Successor Rate
for an Agreed Currency, as applicable, any conforming changes to the definitions of “Term SOFR”,“SONIA”, “EURIBOR”
and/or “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative
or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government
Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback
periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable
rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively
feasible or that no market practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration
as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan
Document).


 


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


 


“Consolidated EBIT”
means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries
for such period, (iii) other non-cash expenses or charges reducing Consolidated Net Income for such period, (iv) the amount
of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses, including any such charges or expenses
arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including
charges or expenses in respect of incentive plans) (collectively, “Stock-Based Compensation”), start-up or initial
costs for any project or new production line, division or new line of business or other business optimization expenses or reserves including,
without limitation, costs or reserves associated with improvements to information technology and accounting functions, integration and
facilities opening costs or any one-time costs, in each case incurred in connection with, to the extent not prohibited hereunder, acquisitions
and dispositions, issuances or incurrence of Indebtedness, issuances of Equity Interests or Equity Equivalents (excluding, in each case,
any Stock-Based Compensation) or refinancing transactions and modifications of instruments of Indebtedness, provided that the aggregate
amount added back pursuant to this clause (iv) in any four consecutive fiscal quarter period shall not exceed the greater
of (x) $50.0 million and (y) 5.0% of Consolidated EBITDA for such period (calculated prior to giving effect to any increase
pursuant to this clause (iv)), (v) fees, charges and expenses incurred in connection with the negotiation, execution and consummation
of an acquisition and/or this Agreement, (vi) expenses incurred in connection with repurchases of employee equity or stock options,
and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local
and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated
Net Income for such period.


 






    8


     


    

 


“Consolidated EBITDA”
means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated EBIT for such period
plus, to the extent deducted in calculating Consolidated Net Income for such period, depreciation and amortization expense; provided that
(a) there shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person,
property, business or asset acquired by the Company or any Subsidiary during such period (but not the Acquired EBITDA of any related Person,
property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by
the Company or such Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed
of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for
such period (including the portion thereof occurring prior to such acquisition); provided, further, that the Company
may choose not to make such an adjustment with respect to any acquisition having consideration in an amount less than $100,000,000 and
(b) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business
or asset sold, transferred or otherwise disposed of or closed by the Borrower or any Subsidiary during such period (each such Person,
property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA
of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).


 


“Consolidated Funded
Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum
(without duplication) of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money
(including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,
(b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness
in respect of finance leases and Synthetic Lease Obligations, (f) all Guarantees with respect to outstanding Indebtedness of the
types specified in clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness
of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, unless
such Indebtedness is expressly made non-recourse to the Company or such Subsidiary.


 






    9


     


    

 


“Consolidated Interest
Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under
finance leases that is treated as interest in accordance with GAAP and (c) the amount of payments in respect of Synthetic Lease Obligations
that are in the nature of interest.


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of the four prior
fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


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


 


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


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.


 


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


 


“Credit Extension”
means a Borrowing.


 






    10


     


    

 


“Cumberland Agreement”
means that certain Master Digital Currency Loan Agreement, by and between Cumberland DRW LLC and Eris Clearing, dated as of June 6,
2019.


 


“Daily Simple SOFR”
with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s
website (or any successor source).


 


“Debt Rating”
has the meaning specified in the definition of “Applicable Rate”.


 


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


 


“Default”
means any event or condition 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 an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus
(c) 2% per annum; provided, however, that with respect to a Term SOFR Loan or an Alternative Currency 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.


 


“Defaulting Lender”
means, subject to Section 2.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Committed
Loans within two Business Days of the date such Committed Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required
to be paid by it hereunder (including in respect of its participation in Swing Line Loans) within two Business Days of the date when due,
(b) has notified the Company, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative
Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority
acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.14(b)) as of the date established therefor by the Administrative
Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the Swing Line Lender
and each other Lender promptly following such determination.


 






    11


     


    

 


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


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of comprehensive Sanctions (which are
currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).


 


“Designation Agreement”
means, with respect to any Designated Borrower, an agreement substantially in the form attached hereto Exhibit F signed by
such Designated Borrower and the Company and acknowledged by the Administrative Agent.


 


“Disposed EBITDA”
means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity
or Business (determined as if references to the Company and the Subsidiaries in the definition of Consolidated EBITDA (and in the component
definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis
for such Sold Entity or Business.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith.


 


“Dividing
Person” has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.


 


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


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount and (b) if
such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange
for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative
Agent) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two
(2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide
such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination
it deems appropriate in its sole discretion).


 






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“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Electronic Record”
has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


“Electronic Signature”
has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


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


 


“Environmental Laws”
means any and all Federal, state, local, and foreign 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 Company or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) 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 Equivalents”
means all securities convertible into or exchangeable for Equity Interests, and all warrants, options or other rights to purchase or subscribe
for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 


“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.


 


“Eris Clearing”
means Eris Clearing, LLC, a Delaware limited liability company.


 


“Eris Digital Holdings”
means Eris Digital Holdings, LLC, a Delaware limited liability company.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


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


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of any Borrower or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA, (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment
as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension
Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a plan
in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA or
(h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007
of ERISA, upon any Borrower or any ERISA Affiliate.


 


“ErisX Facilities”
means, collectively, the ErisX Intercompany Agreement, the Genesis Credit Agreement, the Cumberland Agreement and the BitGo Agreement.


 






    14


     


    

 


“ErisX Intercompany
Agreement” means that certain Loan and Security Agreement, dated as of October 9, 2021 by and between the Company, as lender,
and Eris Digital Holdings, as borrower.


 


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


 


“EURIBOR”
has the meaning assigned to such term in the definition of “Euro Term Rate.”


 


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


 


“EuroCCP”
means European Central Counterparty N.V. or any successor thereto.


 


“Euro Term Rate”
means, for any Interest Period, with respect to any Credit Extension, denominated in Euros, the rate per annum equal to the Euro Interbank
Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days
preceding the first day of such Interest Period with a term equivalent to such Interest Period; provided, that, if the Euro Term
Rate shall be less than zero percent (0%), such rate shall be deemed zero percent (0%) for purposes of this Agreement.


 


“Euro Term Rate Loan”
means a Loan in Euros that bears interest at a rate based on the definition of “Euro Term Rate.”


 


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


 


“Exchange and Clearing
Operations” means the business relating to exchange and clearing, depository and settlement operations conducted by the Company
or any of its Subsidiaries.


 


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


 


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


 






    15


     


    

 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471 (b) (1) of the Code, and any intergovernmental agreement entered into
in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to such intergovernmental agreement.


 


“Federal Funds Rate”
means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions
by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website
from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective
rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“Fee Letter”
means the letter agreement, dated January 27, 2022, among the Company, the Administrative Agent and BofA Securities.


 


“Financial Covenant
Step-up” has the meaning specified in Section 7.04.


 


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


 


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


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board 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.


 


“Genesis Credit Agreement”
means that certain Master Digital Currency Loan Agreement, dated June 5, 2019, by and between Genesis Global Capital, LLC and Eris
Clearing.


 






    16


     


    

 


“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).


 


“Granting Lender”
has the meaning specified in Section 11.06(g).


 


“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). 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.


 


“Guaranteed Obligations”
means the Obligations owing by each Designated Borrower.


 


“Guaranty”
means the Guarantee of the Company to the Administrative Agent and the Lenders contained in Article X.


 


“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.


 


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


 


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


 






    17


     


    

 


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


 


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


 


(d)           all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business);


 


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


 


(f)            finance
leases and Synthetic Lease Obligations; and


 


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


 


For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is
expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be
the Swap Termination Value thereof as of such date. The amount of any finance lease or Synthetic Lease Obligation as of any date shall
be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. The amount of Indebtedness referred to in
clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the
fair market value of the property encumbered thereby.


 


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


 


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


 


“Information”
has the meaning specified in Section 11.07.


 


“Interest Payment
Date” means, (a) as to Term SOFR Loans and Euro Term Rate Loans, the last day of each Interest Period applicable to such
Loan and the Maturity Date; provided, however, that if any Interest Period for a Euro Term 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 and (c) as to any Sterling Daily Rate Loan, the last Business Day of each calendar month and the Maturity Date.


 






    18


     


    

 


“Interest Period”
means, as to each Term SOFR Loan or a Euro Term Rate Loan, the period commencing on the date of such Borrowing, conversion or continuation
and ending on the date one or three or, in the case of any Euro Term Rate Loan, six, months thereafter, in each case, as selected by the
applicable Borrower in its Committed Loan Notice; provided that:


 


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


 


(ii)           any
Interest Period 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


 


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


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“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.


 


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


 


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


 


“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).


 






    19


     


    

 


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


 


“Loan Documents”
means this Agreement, each Designation Agreement, each Note and, solely for purposes for clause (e) of Article VII, the
Fee Letter, and any amendment, waiver, supplement or other modification to any of the foregoing.


 


“Loan Parties”
means, collectively, the Company (including in its capacity as a guarantor of the Obligations owing by each Designated Borrower pursuant
to Article X) and each Designated Borrower.


 


“Material Adverse
Effect” means (a) a material adverse effect upon, the operations, business or properties, financial condition of the Company
and its Subsidiaries taken as a whole, (b) a material impairment of the ability of any Borrower to perform its payment and other
material obligations under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against any Borrower of any Loan Document to which it is a party.


 


“Material Subsidiary”
means, at any date of determination, each of the Company’s Subsidiaries (i) the total assets or total revenues, as applicable,
of which equal or exceed 10.0% of the consolidated total assets (as of the date of the most recent financial statements delivered pursuant
to Section 6.01) or the consolidated total revenues (for the most recent four consecutive fiscal quarter period for which
financial statements have been delivered pursuant to Section 6.01), as applicable, of the Company or (ii) which the Company
has elected to treat as a Material Subsidiary; provided that, EuroCCP shall not be a Material Subsidiary unless it (1) meets
the test in clause (i) of this definition and contributes at least 10.0% of the Consolidated EBITDA of the Company and its Subsidiaries
(for the most recent four consecutive fiscal quarter period for which financial statements have been delivered pursuant to Section 6.01)
or (2) is designated as such per clause (ii) of this definition.


 


“Maturity Date”
means February 25, 2027; provided, however, that if such date is not a Business Day, the Maturity Date shall be the
next 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 Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


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


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected
Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.


 






    20


     


    

 


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


 


“Non-USD Successor
Rate” has the meaning specified in Section 3.03(b).


 


“Note”
means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender to such Borrower, substantially in
the form attached hereto as Exhibit B.


 


“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, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or
to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.


 


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


 


“Organization Documents”
means, (a) with respect to any corporation, the charter, 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 limited liability company or operating agreement and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement
of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation
or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.


 


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


 


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


 


“Outstanding Amount”
means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date and (ii) with
respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of such Swing Line Loans occurring on such date.


 






    21


     


    

 


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


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“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 Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code.


 


“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 Borrower or any ERISA Affiliate or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf
of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


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


 


“Protesting Lender”
has the meaning specified in Section 2.15(a)(ii).


 


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


 






    22


     


    

 


“Qualified Acquisition”
means an acquisition or series of acquisitions (whether related or unrelated) by the Company or any Subsidiary which has been designated
to the Lenders by an authorized officer of the Company as a “Qualified Acquisition” so long as the aggregate consideration
for such acquisition or series of acquisitions (in each case, including the aggregate principal amount of any Indebtedness assumed thereby
or refinanced in connection therewith) is equal to or greater than $200,000,000.


 


“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any
Borrower hereunder.


 


“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.


 


“Relevant Rate”
means with respect to any Borrowing denominated in (a) Dollars, Term SOFR, (b) Sterling, SONIA and (c) Euros, EURIBOR,
as applicable.


 


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


 


“Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice
and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.


 


“Required Lenders”
means, as of any date of determination, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures
of all Lenders or, if the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02, Lenders holding
in the aggregate more than 50% of the Total Outstandings; provided that the Total Credit Exposure of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders;
provided, further, that, the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to
fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender
in making such determination.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


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


 






    23


     


    

 


“Revaluation Date”
means, with respect to any Loan, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) each
date of a continuation of a Euro Term Rate Loan pursuant to Section 2.02, and (iii) such additional dates as the Administrative
Agent shall determine or the Required Lenders shall require.


 


“Revolving Credit
Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its Committed Loans and the
aggregate Outstanding Amount of such Lender’s participation in Swing Line Loans at such time.


 


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


 


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


 


“Scheduled Unavailability
Date” has the meaning specified in Section 3.03(c)(ii).


 


“S&P”
means S&P Global Ratings and any successor thereto.


 


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


 


“SEC Reports”
means the annual, quarterly, periodic and special reports that the Company has publicly filed with the SEC under Section 13 or 15(d) of
the Exchange Act.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value
of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of such Person, (b) the present fair saleable value of the property of such Person will be greater than the amount that will be required
to pay the probable liability of such Person on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured, (c) such Person will be able to pay their debts and liabilities, direct,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person will not have
unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are
proposed to be conducted. 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.


 






    24


     


    

 


“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 


“SOFR Adjustment”
means 0.10% per annum.


 


“SOFR Scheduled Unavailability
Date” has the meaning specified in Section 3.03(c)(ii).


 


“SONIA”
means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth Business
Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time); provided however that if such determination date is not a Business
Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.


 


“SONIA Adjustment”
means 0.0326% per annum.


 


“SPC” has
the meaning specified in Section 11.06(g).


 


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


 


“Sterling Daily Rate”
means, for any day, with respect to any Credit Extension denominated in Sterling, the rate per annum equal to SONIA determined pursuant
to the definition thereof plus the SONIA Adjustment; provided, that, if the Sterling Daily Rate shall be less than zero percent
(0%), such rate shall be deemed zero percent (0%) for purposes of this Agreement. Any change in any Sterling Daily Rate shall be effective
from and including the date of such change without further notice.


 


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


 


“Successor Rate”
has the meaning specified in Section 3.03(c).


 


“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.


 






    25


     


    

 


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


 


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.03.


 


“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender as provided hereunder and upon
the Company’s prior written consent.


 


“Swing Line Loan”
has the meaning specified in Section 2.03(a).


 


“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which shall be substantially in the
form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Company.


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of,
and not in addition to, the Aggregate Commitments.


 


“Syndication Agents”
means Barclays Bank PLC, Deutsche Bank Securities Inc., Bank of China, Chicago Branch, Royal Bank of Canada, The Toronto Dominion Bank,
New York Branch and Wells Fargo Bank, National Association in their capacities as syndication agents under this Agreement.


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 


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


 






    26


     


    

 


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


 


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


 


“Term SOFR”
means:


 


(a)            for
any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate
is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S.
Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period;
and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day;


 


provided
that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be less than zero, Term SOFR shall be deemed to be zero for purposes of this Agreement.


 


“Term SOFR Loan” means a Committed
Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.


 


“Term SOFR Screen Rate” means
the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published
on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time in its reasonable discretion).


 


“Threshold Amount”
means $100,000,000.


 


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


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan, a Term SOFR Loan or an Alternative Currency Loan.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 






    27


     


    

 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


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


 


“U.S. Government
Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is
a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


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


 


“USD Successor Rate”
has the meaning specified in Section 3.03(c).


 


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


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


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


 


(a)            The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,”
 “herein,” “hereof” and “hereunder,” and words of similar import when used in
any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory
and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 






    28


     


    

 


(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.


 


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


 


1.03.            Accounting
Terms. (a)  Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required
to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically
prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation
of any financial covenant) contained herein, Indebtedness of the Company 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 470-2068 on financial liabilities shall be disregarded.


 


(b)            Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and
the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.


 






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


 


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


 


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


 


1.06.           Interest
Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative
Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to
herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other
adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate)
(or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent
and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to
herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any
of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative
Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any
alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing),
in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity
for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses
(whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting
the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.


 


1.07.            Exchange
Rates; Currency Equivalents.


 


(a)            The
Administrative Agent shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative
Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts
until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrowers hereunder or calculating
financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes
of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.


 






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(b)            Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan, an
amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Loan is denominated in an Alternative Currency,
such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative
Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.


 


1.08.            Change
of Currency.


 


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


 


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


 


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


 


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.            Committed
Loans. Subject to the terms and conditions set forth herein, each Lender (acting through any
of its branches or affiliates) severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers
in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after
giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Dollar amount of the Aggregate Commitments,
and (ii) the Revolving Credit Exposure of any Lender shall not exceed the Dollar amount of such Lender’s Commitment. Within
the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this
Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Committed Loans may
be Base Rate Loans, Term SOFR Loans, Sterling Daily Rate Loans or Euro Term Rate Loans as further provided herein.


 






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2.02.            Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)            Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term SOFR Loans or Euro Term
Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone
or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative
Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of
Term SOFR Loans to Base Rate Committed Loans, (ii) three Business Days prior to the requested date of any Borrowing of Alternative
Currency Loans or, in the case of Euro Term Rate Loans, any continuation thereof, and (iii) on the requested date of any Borrowing
of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans and Alternative Currency Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c),
each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000
in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing,
a conversion of Committed Loans from one Type to the other, or a continuation of Term SOFR Loans or Euro Term 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 Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency
of the Committed Loans to be borrowed, and (vii) if, applicable, the Designated Borrower. If the applicable Borrower fails to specify
a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the applicable
Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided,
however, that in the case of a failure to timely request a continuation of Euro Term Rate Loans, such Loans shall be continued
as Euro Term Rate Loans with an Interest Period of one month. 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 Term SOFR Loans. If the applicable Borrower requests
a Borrowing of, conversion to, or continuation of Term SOFR Loans or Euro Term Rate Loans in any such Committed Loan Notice, but fails
to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided pursuant to Section 2.11(a) and
3.03, no Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead
must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.


 






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


 


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


 


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


 


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


 


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


 


(g)            With
respect to SOFR, Term SOFR, SONIA and EURIBOR, the Administrative Agent will have the right, in consultation with the Company, to make
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement
or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such
amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.


 






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2.03.            Swing
Line Loans.


 


(a)            The
Swing Line. 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 2.03, may in its sole discretion make loans in Dollars (each such loan, a “Swing
Line Loan”) to the Company 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 Committed Loans of the Lender acting as Swing Line Lender, may exceed the
amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed
such Lender’s Commitment, (y) the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing
Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which
determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.03,
prepay under Section 2.04, and reborrow under this Section 2.03. Each Swing Line Loan shall be either a Base Rate
Loan or, as requested by the Company and as agreed to by the Administrative Agent and Swing Line Lender, a Loan that bears interest based
on the AFX Overnight Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.


 


(b)            Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line
Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing
date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $250,000, and (ii) the requested borrowing
date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing
Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing
Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior
to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.03(a), or (B) that
one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Company at its office by crediting the account of the Company on the books of the Swing
Line Lender in Same Day Funds.


 






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(c)            Refinancing
of Swing Line Loans.


 


(i)            The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing
Line Lender to so request on its behalf), that each Lender make a Base Rate Committed 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 Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a
copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent
in Same Day Funds (and the Administrative Agent may apply cash collateral available with respect to the applicable Swing Line Loan) for
the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on
the day specified in such Committed Loan Notice, whereupon, subject to Section 2.03(c)(ii), each Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan to the Company 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 Committed Borrowing in accordance with Section 2.03(c)(i),
the request for Base Rate Committed 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 2.03(c)(i) shall be deemed payment
in respect of such participation; provided that, concurrently with the funding of any such risk participation in a Swing Line Loan
that bears interest based on the AFX Overnight Rate, such Swing Line Loan shall automatically and without any further action be converted
to a Swing Line Loan that bears interest based on the Base Rate.


 


(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 2.03(c) by the time specified in Section 2.03(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 applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid (other than interest and fees as aforesaid) shall constitute such Lender’s
Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.
A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under
this clause (iii) shall be conclusive absent manifest error.


 






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(iv)            Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to 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 Swing Line Lender, the Company 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 Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of the Company 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 applicable Overnight 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 Company for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.03 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 Company shall make all payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.


 






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2.04.            Prepayments.


 


(a)            Each
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or
in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent
and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment
of Term SOFR Loans, (B) three Business Days prior to any date of prepayment of Alternative Currency Loans and (C) on the date
of prepayment of Base Rate Committed Loans, (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if such prepayment is in an Alternative Currency, an approximately
equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (iii) any prepayment of Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less,
the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid and, if Term SOFR Loans or Euro Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans;
provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of
other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company
(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 a Borrower, such 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 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 2.14,
each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(b)            The
Company 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 2:00 p.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment.
If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein.


 


(c)            If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay
Loans in an aggregate amount equal to such excess.


 


2.05.            Termination
or Reduction of Commitments. Each Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice
shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction,
(ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof,
(iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction
for the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Swing Line 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 Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied ratably to the Commitment
of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination. A notice of termination or reduction may state that such notice is conditioned
upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may
be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied.


 






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2.06.            Repayment
of Loans.


 


(a)            Each
Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to such Borrower outstanding
on such date.


 


(b)            The
Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made
and (ii) the Maturity Date.


 


2.07.            Interest.


 


(a)            Subject
to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate, (ii) each
Base Rate Committed 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, (iii) each Euro Term Rate Loan shall bear interest at the Euro
Term Rate in effect from time to time plus the Applicable Rate, (iv) each Sterling Daily Rate Loan shall bear interest at the Sterling
Daily Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate, and (v) 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 either (A) the
Base Rate plus the Applicable Rate less the commitment fee referenced in Section 2.08(a) below or (B) as
requested by the Company and as agreed to by the Administrative Agent and Swing Line Lender, a Loan that bears interest based on the AFX
Overnight Rate plus a certain interest rate margin above the AFX Overnight Rate as agreed to by and among the Administrative Agent,
the Swing Line Lender and the Company at the time (or immediately prior thereto) of the applicable Swing Line Borrowing less the
commitment fee referenced in Section 2.08(a) below.


 


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


 






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


 


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


 


(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.


 


2.08.            Fees.


 


(a)            Commitment
Fee. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the Outstanding
Amount of Committed Loans. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered
usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during
the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall
be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(b)            Other
Fees. (i) The Company shall pay to BofA Securities and the Administrative Agent for their own respective accounts, in Dollars,
fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


 


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


 






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2.09.            Computation
of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans
determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.
All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of
Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such
market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall, subject to Section 2.11(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.


 


2.10.            Evidence
of Debt.


 


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


 


(b)            In
addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain
in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in 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.


 


2.11.            Payments
Generally; Administrative Agent’s Clawback.


 


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


 






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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 Committed Borrowing (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon
on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share
of such Committed 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 Committed Borrowing of Base Rate Loans, that such Lender has made such share available
in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed
Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including
the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in
the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged
by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest
rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower
for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by such Borrower shall be without
prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 






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(ii)            Payments
by Borrowers; Presumptions by Administrative Agent. (A) Unless the Administrative Agent shall have received notice from a Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower
will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the amount due and (B) with respect to any payment that the
Administrative Agent makes for the account of the Lenders as to which the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”)
(1) such Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount
so paid by such Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made
such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
so distributed to such Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


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


 


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


 


(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in 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 Committed
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 Committed 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.


 


2.12.            Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations
in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed
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 Committed Loans and subparticipations in 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 Committed 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


 






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(ii)            the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed
Loans or subparticipations in Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Subsidiary
thereof (as to which the provisions of this Section shall apply).


 


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


 


2.13.           Increase
in Commitments.


 


(a)           Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not
exceeding $200,000,000.


 


(b)            Notification
by Administrative Agent; Lenders; Additional Lenders. To achieve the full amount of a requested increase the Company may invite any
of the following to provide the increase in the Aggregate Commitments: (i) subject to the approval of the Administrative Agent (which
approval shall not be unreasonably withheld), one or more additional Eligible Assignees who become Lenders pursuant to a joinder agreement
in form and substance satisfactory to the Administrative Agent and its counsel and/or (ii) one or more Lenders. For the avoidance
of doubt, no Lender shall be required to provide any portion of the requested increase without its express consent.


 


(c)            Effective
Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective
Date and the revised Commitments, which shall be reflected on an updated Schedule 2.01.


 






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(d)            Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate
of the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company
(i) certifying and attaching the resolutions adopted by the Company approving or consenting to such increase, and (ii) certifying
that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V
and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date (unless any such representation
or warranty is qualified by materiality, in which event such representation or warranty is true and correct in all respects), except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in
all material respects as of such earlier date (unless any such representation or warranty is qualified by materiality, in which event
such representation or warranty was true and correct in all respects on and as of such earlier date), and except that for purposes of
this Section 2.12, the representations and warranties contained in subsection (a) of Section 5.05 shall
be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01
and (B) no Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.


 


(e)            Conflicting
Provisions. This Section shall supersede any provisions in Section 2.12 or 11.01 to the contrary.


 


2.14.            Defaulting
Lenders.


 


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


 


(i)            Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.


 


(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment of any amounts owing by such Defaulting Lender to the Swing Line Lender
hereunder; third, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in
respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fourth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata
in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fifth,
to the payment of any amounts owing to the Non-Defaulting Lenders or Swing Line Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Non-Defaulting Lender or Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the
payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower
against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and seventh,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of such Defaulting Lender until such time as all Loans and funded and unfunded participations Swing Line Loans are held by the Lenders
pro rata in accordance with the Commitments hereunder. 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 pursuant to this Section 2.14(a)(ii) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.08(a) for any period during
which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required
to have been paid to that Defaulting Lender).


 


(iv)            Reallocation
of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Swing Line
Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without
regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.20,
no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising
from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.


 


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


 


(b)            Defaulting
Lender Cure. If the Company, the Administrative Agent and the Swing Line Lender agree in writing
that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at
par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Committed Loans and funded and unfunded participations in 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 2.14(a)(iv)), whereupon such Lender
will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrowers 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.


 






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2.15.            Designated
Borrowers.


 


(a)            (i) 
The Company may, upon ten (10) Business Days prior notice, at any time during the Availability Period, and from time to time, by
delivery to the Administrative Agent of a Designation Agreement duly executed by the Company and the respective Subsidiary and substantially
in the form of Exhibit F attached hereto, designate such Subsidiary as a “Designated Borrower” for purposes of
this Agreement and such Subsidiary shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such,
shall have all of the rights and obligations of a Borrower hereunder; provided, that such Designation Agreement is to be countersigned
by the Administrative Agent with the prior written consent of the Required Lenders (such consent not to be unreasonably withheld or delayed);
provided, further, that no such Designated Borrower may borrow hereunder unless the conditions in Section 4.03
are satisfied on the date of the initial borrowing by such Designated Borrower; and provided, further, that if such Subsidiary
is organized under the laws of a jurisdiction other than that of the United States or a political subdivision thereof, the Company shall
give 15 Business Days prior notice to the Administrative Agent. The Administrative Agent shall promptly notify each Lender of each such
designation by the Company and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 2.15,
if the designation of such Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your customer”
or other identification and customary due diligence procedures in circumstances where the necessary information is not already available
to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply or cause such Subsidiary to supply
such documentation and other evidence as is reasonably requested in writing by the Administrative Agent or any Lender in order for the
Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer”
and customary due diligence or other similar checks under all applicable laws and regulations.


 


If the Company shall designate
as a Designated Borrower hereunder any Subsidiary not organized under the laws of the United States or any political subdivision thereof,
any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate or branch of such
Lender to act as the Lender in respect of such Designated Borrower.


 


(ii)            As
soon as practicable and in any event within five (5) Business Days after notice of the designation under Section 2.15(a)(i) of
a Designated Borrower that is organized under the laws of a jurisdiction other than of the United States or a political subdivision thereof,
any Lender that (in its sole judgment) may not legally lend to, or whose internal policies preclude lending to, such Designated Borrower
(a “Protesting Lender”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting
Lender, the Company shall, effective on or before the date that such Designated Borrower shall have the right to borrow hereunder, either
(A) (i) replace such Protesting Lender in accordance with Section 11.13 or (ii) notify the Administrative Agent
and such Protesting Lender that the Commitments of such Protesting Lender shall be terminated; provided that (x) the Company
shall have received the prior written consent of the Administrative Agent and (y) such Protesting Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, including amounts payable pursuant to Section 3.05, from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the relevant Borrower (in the case of all other amounts), or (B) cancel its request to designate
such Subsidiary as a “Designated Borrower” hereunder.


 






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


 


(b)            Termination.
Upon the indefeasible payment and performance in full of all of the indebtedness, liabilities and obligations under this Agreement of
any Designated Borrower, so long as at the time no Committed Loan Notice in respect of such Designated Borrower is outstanding, such Subsidiary’s
status as a “Designated Borrower” shall terminate upon notice to such effect from the Administrative Agent to the Lenders
(which notice the Administrative Agent shall give promptly, and only upon its receipt of a request therefor from the Company). Thereafter,
the Lenders shall be under no further obligation to make any Loan hereunder to such Designated Borrower.


 


ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01.            Taxes.


 


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


 


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


 






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


 


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


 


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


 


(c)            Tax
Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify each Recipient, and shall
make payment in respect thereof within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including
Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such
Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided that such indemnity shall not, as to the demanding Lender or Administrative Agent, be
available to the extent that such liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment
to have resulted from the gross negligence or willful misconduct of such Lender or Administrative Agent. A certificate as to the amount
of such payment or liability, with a reasonably detailed calculation thereof, delivered to the Company by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error. Each of the Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment
in respect thereof within 10 Business Days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly
to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 






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(ii)            Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 Business Days after demand therefor,
(x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan
Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan
Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the
Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid
by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).


 


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


 


(e)            Status
of Lenders; Tax Documentation.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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(IV)       to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form attached hereto as Exhibit E-2
or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form attached hereto as Exhibit E-4
on behalf of each such direct and indirect partner;


 


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


 


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


 


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


 


(f)            Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from
funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional
amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon
the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any
amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax
position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to any Loan Party or any other Person.


 






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


 


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


 






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3.03.       Inability
to Determine Rates. (a) If in connection with any request for a Term SOFR Loan or an Alternative
Currency Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any such Loans, as applicable, (i) the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate
for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or (c), and the circumstances under
clause (i) of Section 3.03(b) or (c) or the Scheduled Unavailability Date has occurred with respect to such Relevant
Rate (as applicable) or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable
Agreed Currency for any determination date(s) or for any requested Interest Period, as applicable, with respect to a proposed Term
SOFR Loan or a proposed Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan or (ii) the Administrative
Agent or the Required Lenders determine that for any reason the Relevant Rate with respect to a proposed Loan denominated in an Agreed
Currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders
of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender.


 


Thereafter, (x) the obligation
of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans,
shall be suspended (in each case to the extent of the affected Loans or Interest Periods), as applicable, and (y) in the event of
a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term
SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination
by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of
the Required Lenders) revokes such notice.


 


Upon receipt of such notice,
(A) the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans in the affected
currency or currencies (to the extent of the affected Loans or Interest Periods) or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the Dollar Equivalent of the amount specified therein and (B)(i) any
outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable
Interest Period and (ii) any outstanding affected Alternative Currency Loans, at such Borrower’s election, shall either (I) be
converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative
Currency immediately, in the case of a Sterling Daily Rate Loan, or at the end of the applicable Interest Period, in the case of a Euro
Term Rate Loan, or (II) be prepaid in full immediately, in the case of a Sterling Daily Rate Loan, or at the end of the applicable
Interest Period, in the case of a Euro Term Rate Loan; provided that if no election is made by such Borrower, (x) in the case of
a Sterling Daily Rate Loan, by the date that is three Business Days after receipt by such Borrower of such notice or (y) in the case
of a Euro Term Rate Loan, by the last day of the current Interest Period for such Euro Term Rate Loan, such Borrower shall be deemed to
have elected clause (I) above.


 






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(b)            Replacement
of Relevant Rate For Alternative Currencies. Notwithstanding anything to the contrary in this Agreement or any other Loan Document,
if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders
notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders
(as applicable) have determined that:


 


(i)            adequate
and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant
Rate under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or


 


(ii)            the
Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for an Alternative
Currency under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the
interest rate of syndicated loans denominated in such Alternative Currency, or shall or will otherwise cease, provided that, in each case,
at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue
to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date on which all tenors of
the Relevant Rate for such Alternative Currency under this Agreement are no longer representative or available permanently or indefinitely,
the “Scheduled Unavailability Date”);


 


then in effect, then the Administrative Agent
and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Alternative Currency or any then
current Non-USD Successor Rate for an Alternative Currency in accordance with this Section 3.03 with an alternative benchmark rate
as defined in the applicable amendment, and agreed to by the Administrative Agent and the Borrower, giving due consideration to any evolving
or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Alternative Currency
for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark, giving due consideration
to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. in such Alternative Currency
for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected
by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate,
including for the avoidance of doubt, any adjustment thereto, a “Non-USD Successor Rate”). Any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders object to such amendment.


 






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


 


(i)            adequate
and reasonable means do not exist for ascertaining one- or three-month interest periods of Term SOFR including without limitation, because
the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or


 


(ii)            the
Applicable Authority with respect to Term SOFR has made a public statement identifying a specific date after which one month and three
month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for
determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time
of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide
such interest periods of Term SOFR after such specific date (the latest date on which one month or three month interest periods of Term
SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “SOFR Scheduled Unavailability Date”);
or


 


then, on a date
and time determined by the Administrative Agent (any such date, the “SOFR Replacement Date”) which date shall be at
the end of an Interest Period or on the relevant Interest Payment Date, as applicable for interest calculated and, solely with respect
to clause (ii) above, no later than the SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan
Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the
Administrative Agent in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document (the “USD Successor Rate” and collectively with the Non-SOFR Successor Rate, the “Successor
Rate”).


 


If the USD Successor
Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.


 


Notwithstanding
anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior
to the SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03 (b)(i) or (ii) have
occurred with respect to the USD Successor Rate then in effect, then in each case, the Administrative Agent and the Company may amend
this Agreement solely for the purpose of replacing Term SOFR or any then current USD Successor Rate in accordance with this Section 3.03
at the end of any Interest Period, relevant Interest Payment Date or payment period for interest calculated, as applicable, with an alternative
benchmark rate (which could include, but is not limited to, Ameribor, BSBY or the ICE Bank Yield Index) as defined in the applicable
amendment, and agreed to by the Administrative Agent and the Company, giving due consideration to any evolving or then existing convention
for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark and,
in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing
convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which
adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent
from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed
rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on
the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless,
prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
Lenders object to such amendment.


 






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(d)            Successor
Rate. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of
any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such
market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.


 


Notwithstanding anything else
herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0%), the Successor Rate will be
deemed to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents.


 


In
connection with the implementation of a Successor Rate, the Administrative Agent will have the right, in consultation with the
Company, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document,
any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to
this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment
implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.


 


3.04.            Increased
Costs; Reserves .


 


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


 


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


 


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


 






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(iii)            impose
on any Lender or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement, any
Term SOFR Loans or any Alternative Currency Loans made by such Lender;


 


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


 


(b)           Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’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 capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments
of such Lender or the Loans made by, or participations in Swing Line Loans held by, such Lender to a level below that which such Lender
or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such policies and the
policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Company will pay (or cause
the applicable Designated Borrower to pay) to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.


 


(c)           Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in subsection (a) or (b) of this Section, setting forth in reasonable
detail the manner in which such amount or amounts was determined and delivered to the Company shall be conclusive absent manifest error.
The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender 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 to demand compensation pursuant to the foregoing provisions of this Section 3.04
shall not constitute a waiver of such Lender’s right to demand such compensation, provided that no Borrower shall be required
to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered
more than one hundred and eighty (180) days prior to the date that such Lender notifies the Company of the Change in Law giving rise to
such increased costs or reductions and of such Lender’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 one hundred and eighty (180) day period referred to above
shall be extended to include the period of retroactive effect thereof).


 


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


 


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


 






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


 


(c)           any
assignment of a Term SOFR Loan or Euro Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of
a request by the Company pursuant to Section 11.13; or


 


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


 


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


 


3.06.            Mitigation
Obligations; Replacement of Lenders.


 


(a)             Designation
of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through any Lending Office, provided that
the exercise of this option shall not affect the obligation of the Borrowers to repay the Credit Extension in accordance with the terms
of this Agreement. If any Lender requests compensation under Section 3.04, or requires any Borrower to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Company such Lender shall, as applicable,
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, 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 to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to
pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a),
the Company may replace such Lender in accordance with Section 11.13.


 






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


 


ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01.            Conditions
to Closing. The closing of this credit facility is subject to satisfaction or waiver of the following
conditions precedent:


 


(a)            The
Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company (as applicable), each dated the
Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance
reasonably satisfactory to the Administrative Agent and the Arranger:


 


(i)            executed
counterparts of this Agreement;


 


(ii)            a
Note executed by the Company in favor of each Lender requesting a Note;


 


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


 


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


 


(v)            a
favorable opinion letter of Sidley Austin LLP, counsel to the Company, addressed to the Administrative Agent and each Lender and covering
such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vi)            a
certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and
(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements
that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the
current Debt Ratings;


 


(vii)            such
other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may require.


 






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(b)            The
Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, (i) all documentation
and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and
regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), reasonably requested in writing by the Administrative Agent (on behalf of any Lender) and (ii) to
the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership
Certification in relation to such Borrower, that each Lender that so requests, in each case, at least ten (10) Business Days prior
to the Closing Date.


 


(c)            Any
fees required to be paid on or before the Closing Date shall have been paid.


 


(d)            Unless
waived by the Administrative Agent, the Company shall have paid all reasonable and documented Attorney Costs (directly to such counsel
if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days prior to the
Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney Costs incurred
by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts among the
Company and the Administrative Agent).


 


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


 


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


 


(a)            The
representations and warranties of the Borrowers contained in Article V or any other Loan Document (except (other than on the
Closing Date) the representations and warranties set forth in Section 5.05(c) and Section 5.06), shall be
true and correct in all material respects on and as of the date of such Credit Extension (unless any such representation or warranty is
qualified by materiality, in which event such representation or warranty shall be true and correct in all respects), except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in
all material respects as of such earlier date (unless any such representation or warranty is qualified by materiality, in which event
such representation or warranty shall have been true and correct in all respects on and as of such earlier date), and except that for
purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) of Section 6.01.


 






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


 


(d)            In
the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative
Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for
such Credit Extension to be denominated in the relevant Alternative Currency.


 


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


 


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


 


4.03.            Conditions
of Initial Credit Extensions to Each Designated Borrower. The obligation of each Lender to honor
any Request for Credit Extension from each Designated Borrower, is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)            The
Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Designated Borrower and/or
the Company (as applicable), each dated the date such Designated Borrower became a party hereto in accordance with Section 2.15
(or, in the case of certificates of governmental officials, a recent date before such date) and each in form and substance reasonably
satisfactory to the Administrative Agent and the Arranger:


 


(i)            executed
counterparts of the applicable Designation Agreement;


 


(ii)           a
Note executed by the applicable Designated Borrower in favor of each Lender requesting a Note;


 


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


 


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


 






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(v)            a
favorable opinion of counsel to the applicable Designated Borrower, addressed to the Administrative Agent and each Lender and covering
such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vi)            a
 “Borrower Detail Form” (or such other document in substantially the form approved by the Administrative Agent) addressed to
the Administrative Agent and signed by two Responsible Officers of the Designated Borrower, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested; and


 


(vii)            such
other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.


 


(b)            In
accordance with Section 2.15, the Administrative Agent shall have received all documentation and other information required
by regulatory authorities about the applicable Designated Borrower under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the Act, reasonably requested in writing by the Administrative Agent (and each
Lender).


 


ARTICLE V.

REPRESENTATIONS AND WARRANTIES


 


The Borrowers represent and
warrant to the Administrative Agent and the Lenders that:


 


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


 


5.02.            Authorization;
No Contravention. The execution, delivery and performance by each Borrower 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 and will
not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any 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 any Law, except in each case referred to in clause (b) or (c), to the extent that such conflict,
breach, contravention, Lien, payment or violation, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.


 






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5.03.            Governmental
Authorization. No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority (other than any of the foregoing (x) which has been obtained or made and is in full
force and effect and (y) as to which the failure to obtain or make, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect) is necessary or required in connection with the execution, delivery or performance by, or enforcement
against, any Borrower of this Agreement or any other Loan Document.


 


5.04.            Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Borrower. This Agreement constitutes, and each other Loan Document when so delivered will
constitute, a legal, valid and binding obligation of such Borrower, enforceable against each Borrower as a party thereto in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
the enforcement of creditors’ rights generally and by general equitable principles or by principles of good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law).


 


5.05.            Financial
Statements; No Material Adverse Effect.


 


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, (ii) fairly present, in all material respects, the financial condition of the Company
and its consolidated 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 and (iii) show
all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.


 


(b)           [Reserved]


 


(c)           Since
the date of the Audited Financial Statements, except as specifically disclosed in the SEC Reports, there has been no event or circumstance,
either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.06.            Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing, at law,
in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Material Subsidiaries or against
any of their properties or revenues that (a) purport to adversely affect the ability of the Company to perform its material obligations
under this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed
in the SEC Reports, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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5.07.           No
Default. No Default has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.


 


5.08.           Ownership
of Property. Each of the Company and each Subsidiary (i) has good record and marketable
title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business and
(ii) owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses,
except, in each case of clauses (i) or (ii), for such defects in title, ownership or possession as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.09.           Taxes.
Each Borrower and each Material Subsidiary has filed all Federal, state and other material tax returns and reports required to be filed,
and has 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 (x) those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and (y) to the extent
that the failure so to file or pay would not result in a Material Adverse Effect. To the best of the Company’s knowledge, there
is no proposed tax assessment against the Company or any Material Subsidiary that would, if made, have a Material Adverse Effect.


 


5.10.           Margin
Regulations; Investment Company Act.


 


(a)            No
Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock,
in each case, in violation of the regulations (including Regulation T, U and X) of the FRB. Following application of the proceeds of each
Loan, not more than twenty-five percent (25%) of the value of the assets (either of each Borrower only or of such Borrower and its Subsidiaries
on a consolidated basis) subject to the provisions of Section 7.01 will be margin stock (within the meaning of Regulation
U issued by the FRB).


 


(b)            No
Borrower is required to be registered as an “investment company” under the Investment Company Act of 1940.


 


5.11.            Disclosure.
No report, financial statement, certificate or other information furnished in writing by or on behalf of any Borrower 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 or by the SEC Reports),
as of the date furnished, when taken as a whole, contains any material misstatement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading
(considered in the context of all other information furnished to the Administrative Agent, including the SEC Reports); provided that,
with respect to any projections, estimates, forward-looking information or any forward-looking pro forma financial information furnished
to the Administrative Agent pursuant to this Agreement, the Company represents only that such information was prepared in good faith based
upon assumptions believed by management of the Company to be reasonable at the time furnished (it being understood by the Administrative
Agent and the Lenders that (i) any information as it relates to future events is not to be viewed as fact and (ii) such information
is subject to significant contingencies, (iii) no assurance can be given that the projections will be realized and (iv) actual
results may differ materially from projected results set forth therein).


 






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


 


5.13.            OFAC;
USA PATRIOT Act. Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the
Company and its Subsidiaries, any director, officer or employee thereof, is an individual or entity that is, or is owned 50 percent or
more, individually or in the aggregate, directly or indirectly, or controlled by any individual or entity that is currently (i) the
subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated
List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority
or (iii) located, organized or resident in a Designated Jurisdiction. To the extent applicable, each Borrower is in compliance with
the Act, except to the extent that the failure to comply therewith would not reasonably be expected to either have a Material Adverse
Effect or expose any Lender to the risk of a Sanctions violation.


 


5.14.            Anti-Corruption
Laws. The Company and its Subsidiaries, and to the best of the Company’s knowledge, the
directors, officers and employees of the Company and its Subsidiaries, have conducted their businesses in material compliance with (i) the
United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office, in contravention of the FCPA or (ii) the UK Bribery Act
2010, and have instituted and maintained policies and procedures reasonably designed to promote and achieve continued compliance with
such laws in all material respects.


 


5.15.            ERISA.
Each Borrower represents and warrants as of the Closing Date that the Borrowers are not and will not be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection
with the Loans or the Commitments.


 






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ARTICLE VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Company shall cause (except
in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) each Material Subsidiary and (solely
with respect to the covenant set forth in Section 6.05) each Borrower to:


 


6.01.            Financial
Statements. Deliver to the Administrative Agent on behalf of the Lenders, in form and detail
reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)            as
soon as available (but in any event no earlier than the date such items are required to be filed with the SEC), but in any event within
90 days after the end of each fiscal year of the Company (commencing with the fiscal year ended December 31, 2022), a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income
or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally recognized standing, 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 no earlier than the date such items are required to be filed with the SEC), but in any event within
45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company (commencing with the fiscal quarter
ending March 31, 2022) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter,
the related unaudited consolidated statements of income or operations for such fiscal quarter and for the portion of the Company’s
fiscal year then ended, and the related unaudited consolidated statements of changes in shareholders’ equity, and cash flows for
the portion of the Company’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures
for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable
detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting,
in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Company and
its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


As to any information contained in materials furnished
pursuant to Section 6.02(d), the Company 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 Company to furnish the information and materials
described in clauses (a) and (b) above at the times specified therein.


 


6.02.            Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:


 


(a)            concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the examination necessary therefor no actual knowledge was
obtained of any Default or Event of Default under the financial covenants set forth herein or, if any such Default or Event of Default
shall exist, stating the nature and status of such event, it being understood that such examination was not being directed primarily toward
obtaining knowledge of noncompliance with any provisions hereunder;


 






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(b)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the
delivery of the financial statements for the fiscal quarter ending March 31, 2022), a duly completed Compliance Certificate signed
by a Responsible Officer of the Company;


 


(c)           promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the
stockholders of the Company;


 


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


 


(e)            promptly,
such additional information regarding the business, financial or corporate affairs of the Company 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.


 


Notwithstanding the foregoing,
the obligations in paragraphs (a) and (b) of Section 6.01 may be satisfied with respect to financial
information of the Company and the Subsidiaries by furnishing the Company’s Form 10-K or 10-Q, as applicable, filed with the
SEC. Documents required to be delivered pursuant to Section 6.01(a) or (b), Section 6.02(c) or
Section 6.03(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents,
or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02,
(ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)
or (iii) such documents are posted on EDGAR; provided that, other than with respect to any document electronically delivered
pursuant to the immediately preceding clause (iii): (x) upon written request by the Administrative Agent, the Company shall deliver
paper copies of such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until
a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Company shall
notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to
the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the Company or by a Lender with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 






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The Company hereby acknowledges
that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials
and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Company and its Affiliates, or the respective securities of any of the foregoing, and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees
that (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 Company shall be deemed to have authorized the Administrative Agent, the Arranger
and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or
its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such
Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07), (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”
and (z) the Administrative Agent and 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 that is not designated “Public Side Information.” Notwithstanding
the foregoing, the Company shall not be under any obligation to mark any Borrower Materials “PUBLIC.”


 


6.03.            Notices.
Promptly notify the Administrative Agent upon any Responsible Officer of the Company obtaining actual knowledge of the following:


 


(a)            of
the occurrence of any Default;


 


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


 


(c)            of
the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect; and


 


(d)            of
any public announcement by Moody’s or S&P of any change in a Debt Rating.


 


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


 


6.04.            Payment
of Taxes. Pay and discharge as the same shall become due and payable (subject to any applicable
grace periods and tax extensions), all material tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, except (x) those that are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves
in accordance with GAAP are being maintained by the Company or such Subsidiary and (y) as to which the failure to pay would not reasonably
be expected to have a Material Adverse Effect.


 






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6.05.           Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence
except in a transaction permitted by Section 7.03, (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect and (c) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.


 


6.06.           Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the
failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.07.           Books
and Records. Maintain proper books of record and account (sufficient to permit the preparation
of consolidated financial statements materially in conformity with GAAP) shall be made of all financial transactions and matters involving
the assets and business of the Company or such Subsidiary, as the case may be.


 


6.08.           Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each
Lender, at such Persons’ cost and expense and to the extent reasonably related to the Loans or the administration or enforcement
thereof, to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof
or abstracts therefrom (provided that such representatives and independent contractors shall not be permitted to examine any such
records if the Company or any Subsidiary is prohibited by applicable Laws and/or instructions from governmental authorities from disclosing
information contained in such records), and to discuss (unless prohibited by applicable Laws and/or instructions from governmental authorities
from discussing) its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable
times during normal business hours and, unless an Event of Default exists, no more than once per calendar year and in any event, upon
reasonable advance notice to the Company; provided, however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.


 


6.09.           Use
of Proceeds. Use the proceeds of the Credit Extensions for working capital and for other general
corporate purposes (including the making of any acquisitions the Borrower may pursue in the ordinary course of its business) not in contravention
of any applicable Law or of any Loan Document.


 


6.10.           Anti-Corruption
Laws. Maintain policies and procedures reasonably designed to promote and achieve compliance
with United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-bribery and anti-corruption legislation
in such and other jurisdictions.


 






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ARTICLE VII.

NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Company shall not, nor
shall it permit any Subsidiary (or, with respect to Section 7.03, any Loan Party) to, directly or indirectly:


 


7.01.            Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:


 


(a)           Liens
pursuant to any Loan Document;


 


(b)           Liens
existing on the date hereof and listed on Schedule 7.01 and any replacements, renewals or extensions thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by
an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with
such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent
obligor with respect thereto is not changed;


 


(c)           Liens
for taxes, assessments or charges of any Governmental Authority not yet due or which are not delinquent beyond any period of grace or
remain payable without penalty 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)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business;


 


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


 


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


 


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


 


(h)           Liens
securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal
or other surety bonds related to such judgment;


 






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(i)            Liens
securing Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than Equity
Interests) (including (x) any Indebtedness assumed in connection with the acquisition of any such property or assets or secured by
a Lien on any such property or assets prior to the acquisition thereof and (y) any Indebtedness assumed in connection with the property
or assets of any Person that becomes a Subsidiary after the Closing Date or secured by a Lien on the property or assets of such Person
prior to the time that such Person becomes a Subsidiary) and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (except for any accrued but unpaid interest and premium or penalty payable by the terms
of such obligations and reasonable fees and expenses associated therewith); provided that (i) such Liens do not at any time
encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed
the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) the Indebtedness
secured thereby is incurred prior to or within 180 days after such acquisition, the completion of such construction or improvement or
such Person’s becoming a Subsidiary;


 


(j)            banker’s
Liens, rights of set-off or similar rights and remedies as to deposit accounts, other funds maintained with a creditor depository institution,
or investment or securities accounts;


 


(k)            Liens
representing any interest, title or rights of a landlord, licensor, lessor or sublicensor or sublessor under any lease or license permitted
by this Agreement and leases, subleases and licenses granted to others not materially interfering with the ordinary business of the Company
and its Subsidiaries;


 


(l)            Liens
securing Swap Contracts arising in the ordinary course of business and not for speculative purposes;


 


(m)            Liens
granted by a Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with the Exchange and
Clearing Operations of such Subsidiary;


 


(n)            Liens
on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.02(h);


 


(o)            Liens
securing Indebtedness incurred pursuant to Section 7.02(a) and securing any Guarantees by the Company or any Subsidiary
of any such Indebtedness;


 


(p)            Liens
securing Indebtedness incurred pursuant to Section 7.02(j); provided that such Liens do not at any time encumber any
property other than the property financed by, or constructed or improved with the proceeds of, such Indebtedness;


 


(q)            Liens
solely on earnest money deposits made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement in
respect of any acquisition or investment;


 


(r)            Liens
on assets of EuroCCP and Eris Digital Holdings or its Subsidiaries, as applicable, securing Indebtedness of such Person incurred pursuant
to Section 7.02(p); and


 






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(s)            Liens
not otherwise permitted under clauses (a)-(r) of this Section 7.01, provided that neither the aggregate
outstanding Indebtedness secured thereby, nor the aggregate fair market value (determined, in the case of each such Lien, as of the date
such Lien is incurred) of all assets subject to such Liens, shall exceed $250,000,000 at any time; and


 


(t)            Liens
on assets of Eris Clearing or Eris Digital Holdings, as applicable, pursuant to Sections 7.02(r).


 


7.02.            Subsidiary
Indebtedness. Permit any Subsidiary to create, incur, assume or permit to exist any Indebtedness
of such Subsidiary, except:


 


(a)           Indebtedness
of any Subsidiary to the Company or any other Subsidiary;


 


(b)           Guarantees
by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted
by this Section 7.02;


 


(c)           Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation,
health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification
obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation
to employees incurred in the ordinary course of business;


 


(d)           Indebtedness
of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar
obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business
and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords,
customers or clients, or in connection with insurance arrangements;


 


(e)           Indebtedness
of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;


 


(f)            Indebtedness
arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds
in the ordinary course of business (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary
course of business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business;


 


(g)            any
Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect
of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap
or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness does not exceed the
principal amount of the securities sold;


 


(h)            Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 






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(i)             Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations,
in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited
by this Agreement;


 


(j)             Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including finance lease obligations
and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness
thereon and reasonable fees and expenses associated therewith; provided that such Indebtedness is incurred prior to or within
180 days after such acquisition or the completion of such construction or improvement;


 


(k)            Indebtedness
existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof;
provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal, amendment 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, renewal, amendment or extension;


 


(l)             Indebtedness
of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary (not including any
renewals, refinancings, replacements or extensions thereof); provided that (i) such Indebtedness exists at the time such
Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming
a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is
acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement
is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall
have occurred and be continuing and the Borrower shall be in compliance with Section 7.04 of this Agreement;


 


(m)           Indebtedness
arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements,
sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction
(including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary
course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter
of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities;


 


(n)           any
Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities
or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or
through such system or exchange;


 


(o)            Indebtedness
arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right
or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition
of any business, assets or a Subsidiary not prohibited by this Agreement;


 






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(p)           Indebtedness
of EuroCCP and Eris Digital Holdings or its Subsidiaries, as applicable, in support of its settlement and clearing activities where such
Indebtedness arises under the rules, normal procedures, agreements or legislation governing such Person, is incurred in connection with
its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any
loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance
was made or any other such Indebtedness was incurred;


 


(q)            other
Indebtedness of the Subsidiaries (other than the Designated Borrowers) in an aggregate principal amount not exceeding the greater of
(x) $350,000,000 at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period
of the Company most-recently ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (q) for
which financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01;
and


 


(r)            Indebtedness
of Eris Clearing or Eris Digital Holdings, as applicable, under the ErisX Facilities.


 


7.03.            Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired)
to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:


 


(a)            any
Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any
one or more other Subsidiaries;


 


(b)            any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary;


 


(c)            any
Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.04,
if applicable, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon
voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and


 


(d)           the
Company may merge with any other Person so long as the Company is the surviving entity and such merger complies with Section 7.04.


 


7.04.            Financial
Covenants.


 


(a)            Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio, determined as of the end of any fiscal quarter of the Company, to be greater
than 3.50 to 1.00; provided that the Consolidated Leverage Ratio may, at the request of the Company, be increased to 4.25 to 1.00
on one occasion and 4.00 to 1.00 on another occasion, in each case, from 3.50 to 1.00 for four consecutive fiscal quarters beginning
with the first fiscal quarter in which a Qualified Acquisition is reflected in the Consolidated Leverage Ratio (the “Financial
Covenant Step-up”), provided that (i) there shall not be more than two Financial Covenant Step-ups during the term
of this Agreement, (ii) prior to the exercise of the second such Financial Covenant Step-up, the covenant level shall have returned
to a level of 3.50 to 1.00 for at least two consecutive fiscal quarter ends; and (iii) the order of occurrence of the two step-ups
shall be at the discretion of the Company.


 






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(b)            Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be
less than 4.00 to 1.00.


 


7.05.            Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose,
in each case in violation of, or for a purpose which violates, Regulation T, U or X of the FRB.


 


ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


 


8.01.            Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)           Non-Payment.
Any Borrower or (any Loan Party, as applicable) fails to pay (i) when and as required to be paid herein, and in the currency required
hereunder, any amount of principal of any Loan, or (ii) within five (5) days after the same becomes due, any interest on any
Loan, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or


 


(b)           Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a),
Section 6.05(a) (with respect to the Company only) or Article VII; or


 


(c)            Other
Defaults. The Company or any Loan Party fails to perform or observe any other covenant or agreement applicable to such Person (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 30 days after receipt of written notice of such default by a Responsible Officer of the applicable Loan Party from
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 the Company
or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading in any material respect (or, to the extent qualified by materiality or by reference to Material Adverse Effect,
in any respect) when made or deemed made; or


 


(e)            Cross-Default.(i) Any
Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise but subject to any applicable grace period) in respect of any Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than the Threshold
Amount and such failure is not waived and continues beyond any cure period as may be specifically noted therein, or (B) fails to
observe or perform any other material agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event occurs (in each case, subject to any applicable grace period),
the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to become due and payable or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to
its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded and such failure is not
waived or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from
(A) any event of default under such Swap Contract as to which any Borrower or any Material Subsidiary is the Defaulting Party (as
defined in such Swap Contract) that is not waived and continues beyond any cure period provided therein or (B) any Termination Event
(as so defined) under such Swap Contract as to which any Borrower or any Material Subsidiary is an Affected Party (as so defined) and,
in either event, the Swap Termination Value owed by such Borrower or such Material Subsidiary as a result thereof is greater than the
Threshold Amount; or


 






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(f)            Insolvency
Proceedings, Etc. Any Loan Party or any of the Material Subsidiaries 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 60 consecutive 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, unstayed, unvacated or unbonded for 60 consecutive calendar days, or an order for relief is
entered in any such proceeding, or any Loan Party becomes subject to a Bail-In Action; or


 


(g)           Inability
to Pay Debts; Attachment. Any Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due; or


 


(h)           Judgments.
There is entered against any Borrower or any Material 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 does not dispute coverage), or (ii) any one or more non-monetary final judgments that
have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) the
Borrower is not actively challenging the validity, enforceability or effectiveness of such judgment or order, or (B) there is a
period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect; or


 






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(i)             ERISA.(i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted in liability of any Borrower under Title IV
of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that could reasonably be expected to have a Material
Adverse Effect, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
in an aggregate amount that could reasonably be expected to have a Material Adverse Effect; 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 any Borrower (or any
Person acting on behalf of any Borrower) contests in any manner the validity or enforceability of any Loan Document to which such Borrower
is a party, denies that it has any or further liability or obligation under any Loan Document to which such Borrower is a party, or purports
to revoke, terminate or rescind any Loan Document to which such Borrower is a party; it being understood that the application of Write-Down
and Conversion Powers by any Resolution Authority (or the public announcement of the impending application of such powers) with respect
to any liabilities of a Loan Party under any Loan Document shall be deemed an Event of Default under this clause; or


 


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


 


8.02.            Remedies
Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required Lenders, by written notice to the Borrower (other than with
respect to an Event of Default pursuant to Section 8.01(f)) take any or all of the following actions:


 


(a)           declare
the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


(b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers; and


 


(c)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and to the Lenders under the Loan Documents;


 


provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans 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, in each case without
further act of the Administrative Agent or any Lender.


 


8.03.          Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after
the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall, subject to Section 2.14, be applied by the Administrative Agent in the following
order:


 






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First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs 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 and interest) payable
to the Lenders (including Attorney Costs to the respective Lenders 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 interest on the Loans and other Obligations, ratably among
the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders 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 Company or as otherwise required by Law.


 


ARTICLE IX.

ADMINISTRATIVE AGENT


 


9.01.            Appointment
and Authority. Each of the Lenders hereby irrevocably appoints Bank of America to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions.
It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.


 


9.02.            Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and
the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of banking, trust, financial, advisory, underwriting or other business with the Borrowers 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 or to provide
notice or consent of the Lenders with respect thereto.


 






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


 


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


 


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


 


(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to any of the Borrowers or any of their respective 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 8.02) or (ii) in the absence of its own
gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent in writing by the applicable Borrower or a Lender.


 


The Administrative Agent
shall not be responsible for or have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


9.04.            Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction
of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent
shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 






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9.05.            Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.
The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents.


 


9.06.           Resignation
of Administrative Agent


 


(a)            The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent
be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 


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


 






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(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity
payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time,
if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than
any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective
Date or the Removal Effective Date, as applicable) and the retiring or removed Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the
benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative
Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under
the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any
of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative
Agent.


 


(d)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Swing Line
Lender. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require
the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.03(c).
Upon the appointment by the Company of a successor Swing Line Lender hereunder (which successor shall in all cases be a Lender other
than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring Swing Line Lender and (b) the retiring Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents.


 


9.07.            Non-Reliance
on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement
and to extend credit to the Borrowers hereunder. Each Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own credit analysis, appraisals and 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,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set
forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the
ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and
providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or
holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each
Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to
provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in
making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities.


 






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9.08.            No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger, the
Syndication Agents or other titles as necessary listed on the cover page hereof, if any, 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 or a Lender.


 


9.09.            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 Borrower, the Administrative Agent (irrespective of whether the principal
of any Loan 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 any 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 and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.08 and 11.04) allowed in such judicial proceeding; and


 


(b)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender 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, 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 2.08 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 any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any
such proceeding.


 






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9.10.            Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following
is and will be true:


 


(i) such Lender
is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans or the Commitments
or this Agreement,


 


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


 


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


 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto).


 






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9.11.            Erroneous
Payments.


 


(a)            If
the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient,
a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt
of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative
Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property
of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf,
shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds, together with
interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such
Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds 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 from
time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive,
absent manifest error.


 


(b)            Without
limiting immediately preceding clause (a), each Payment Recipient hereby further agrees that if it receives a payment, prepayment
or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the
Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified
in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment,
prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or
(z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part)
in each case:


 


(A)           an
error may have been made (in the case of immediately preceding clauses (x) or (y)) or an error has been made (in the
case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment; and


 


(B)          such
Payment Recipient shall promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative
Agent of its receipt of such payment, prepayment or repayment, the details thereof and that it is so notifying the Administrative pursuant
to this Section 9.11(b).


 






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(c)            Each
Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under
any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender from any source, against any amount
due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.
For the avoidance of doubt, the Borrower shall continue to be deemed to have performed its payment obligations with respect to any amount
subject to such set off, netting or application pursuant to the precedent sentence.


 


(d)           In
the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous
Payment (or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective
behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s
request to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) in an amount
equal to the Erroneous Payment Return Deficiency (such assignment of the Loans (but not Commitments), the “Erroneous Payment
Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative
Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform as to
which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such
Lender shall deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent
as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition,
the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment
and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding,
for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which
shall survive as to such assigning Lender. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments
of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.


 


(e)           The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower, except to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised
of funds received by the Administrative Agent from the Borrower for the purpose of repaying or prepaying the Obligations.


 


(f)           To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 






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(g)         Each
party’s obligations, agreements and waivers under this Section 9.11 shall survive the resignation or replacement of
the Administrative Agent, any transfer of rights or obligations by, or the replacement of a Lender, the termination of the Commitments
and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


ARTICLE X.

GUARANTY


 


The Company agrees, to induce
the other parties to enter into this Agreement and for other valuable consideration, receipt of which is hereby acknowledged, as follows:


 


10.01.         Guaranty.
The Company hereby guarantees to the Lenders and the Administrative Agent the prompt payment in full when due (whether at stated maturity,
by acceleration or otherwise) of the Guaranteed Obligations. The Company hereby further agrees that if any other Borrower shall fail
to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations owing by it, the
Company will 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 Guaranteed Obligations owing by any other Borrower, the same will be promptly paid in full when due (whether
at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Section 10.01
is a continuing guaranty and is a guaranty of payment and is not merely a guaranty of collection and shall apply to all Guaranteed
Obligations of each Borrower whenever arising.


 


10.02.          Acknowledgments,
Waivers and Consents. The Company agrees that its obligations under Section 10.01
shall, to the fullest extent permitted by applicable law, be primary, absolute, irrevocable and unconditional under any and all circumstances
and that the guaranty therein is made with respect to any Guaranteed Obligations now existing or in the future arising. Without limiting
the foregoing, to the fullest extent permitted by applicable law, the Company agrees that:


 


(a)            The
occurrence of any one or more of the following shall not affect the enforceability or effectiveness of this Article X in
accordance with its terms or affect, limit, reduce, discharge or terminate the liability of the Company, or the rights, remedies, powers
and privileges of the Administrative Agent or any Lender, under this Section 10.02(a):


 


(i)             any
modification or amendment (including without limitation by way of amendment, extension, renewal or waiver), or any acceleration or other
change in the time for payment or performance of the terms of all or any part of the Guaranteed Obligations or any Loan Document, or
any other agreement or instrument whatsoever relating thereto, or any modification of any Commitment;


 


(ii)            any
release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the liability of any other guarantee
of all or any part of the Guaranteed Obligations;


 






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(iii)          any
application of the proceeds of any other guarantee (including without limitation the obligations of any other guarantor of all or any
part of the Guaranteed Obligations) to all or any part of the Guaranteed Obligations in any such manner and to such extent as the Administrative
Agent may determine;


 


(iv)          any
release of any other Person (including without limitation any other guarantor with respect to all or any part of the Guaranteed Obligations)
from any personal liability with respect to all or any part of the Guaranteed Obligations;


 


(v)           any
settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as the Administrative Agent may determine
or as applicable law may dictate, of all or any part of the Guaranteed Obligations or any other guarantee of (including without limitation
any letter of credit issued with respect to) all or any part of the Guaranteed Obligations;


 


(vi)          any
proceeding against any Borrower or any other guarantor of all or any part of the Guaranteed Obligations or any collateral provided by
any other Person or the exercise of any rights, remedies, powers and privileges of the Administrative Agent and the Lenders under the
Loan Documents or otherwise in such order and such manner as the Administrative Agent may determine, regardless of whether the Administrative
Agent or the Lenders shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to
call upon or otherwise enforce this Article X;


 


(vii)         the
entering into such other transactions or business dealings with any Borrower, any Subsidiary or Affiliate of any Borrower or any other
guarantor of all or any part of the Guaranteed Obligations as the Administrative Agent or any Lender may desire;


 


(viii)        any
law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or


 


(ix)           all
or any combination of any of the actions set forth in this Section 10.02(a).


 


(b)           The
enforceability and effectiveness of this Article X and the liability of the Company, and the rights, remedies, powers and
privileges of the Administrative Agent and the Lenders under this Article X shall not be affected, limited, reduced, discharged
or terminated, and the Company hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising,
by reason of:


 


(i)            the
illegality, invalidity or unenforceability of all or any part of the Guaranteed Obligations, any Loan Document or any other agreement
or instrument whatsoever relating to all or any part of the Guaranteed Obligations;


 


(ii)           any
disability or other defense with respect to all or any part of the Guaranteed Obligations (other than payment in full), including the
effect of any statute of limitations that may bar the enforcement of all or any part of the Guaranteed Obligations or the obligations
of any such other guarantor;


 






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(iii)           the
illegality, invalidity or unenforceability of any security for or other guarantee (including without limitation any letter of credit)
of all or any part of the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of the priority of any
Lien on any collateral for all or any part of the Guaranteed Obligations;


 





 


(iv)          the
cessation, for any cause whatsoever, of the liability of any Borrower or any other guarantor with respect to all or any part of the Guaranteed
Obligations (other than, subject to Section 10.03, by reason of the full payment of all Guaranteed Obligations);


 


(v)           any
failure of the Administrative Agent or any Lender to marshal assets in favor of any Borrower or any other Person (including any other
guarantor of all or any part of the Guaranteed Obligations), to exhaust any collateral for all or any part of the Guaranteed Obligations,
to pursue or exhaust any right, remedy, power or privilege it may have against any Borrower or any other guarantor of all or any part
of the Guaranteed Obligations or any other Person or to take any action whatsoever to mitigate or reduce such or any other Person’s
liability, the Administrative Agent and the Lenders being under no obligation to take any such action notwithstanding the fact that all
or any part of the Guaranteed Obligations may be due and payable and that any Borrower may be in default of its obligations under any
Loan Document;


 


(vi)          any
counterclaim, set-off or other claim (other than a defense of payment or performance by the applicable Borrower) which any Borrower or
any other guarantor of all or any part of the Guaranteed Obligations has or claims with respect to all or any part of the Guaranteed
Obligations;


 


(vii)         any
failure of the Administrative Agent or any Lender or any other Person to file or enforce a claim in any bankruptcy or other proceeding
with respect to any Person;


 


(viii)        any
bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of it,
or similar proceedings commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any
part of the Guaranteed Obligations (or any interest on all or any part of the Guaranteed Obligations) in or as a result of any such proceeding;


 


(ix)           any
action taken by the Administrative Agent or any Lender that is authorized by this Section 10.02 or otherwise in this Article X
or by any other provision of any Loan Document or any omission to take any such action; or


 


(x)            any
other circumstance whatsoever (other than payment in full) that might otherwise constitute a legal or equitable discharge or defense
of a surety or guarantor.


 


(c)           To
the fullest extent permitted by law, the Company expressly waives, for the benefit of the Administrative Agent and the Lenders, (a) all
diligence, promptness, presentment, demand for payment or performance, notices of nonpayment or nonperformance, protest, notices of protest,
notices of dishonor and all other notices or demands of any kind or nature whatsoever, (b) any requirement that the Administrative
Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under any Loan Document or other agreement or
instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed
Obligations, (c) all notices of acceptance of this Article X or of the existence, creation, incurring or assumption
of new or additional Guaranteed Obligations, (d) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal and (e) any
defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties.


 






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10.03.        Reinstatement.
The obligations of the Company. under this Article X shall be automatically reinstated if and to the extent that for any
reason any payment by or on behalf of any Borrower in respect of the Guaranteed Obligations is rescinded or must otherwise be restored
by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 


10.04.        Subrogation.
The Company hereby agrees that, until the final payment in full of all Guaranteed Obligations and the expiration or termination of the
Commitments under and pursuant to this Agreement, it shall not exercise any right or remedy arising by reason of any performance by it
of its guarantee in Section 10.01, whether by subrogation, reimbursement, contribution or otherwise, against the other Borrowers
or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.


 


10.05.        Remedies.
The Company agrees that, as between the Company and the Administrative Agent and the Lenders, the obligations of any Borrower under this
Agreement, the Notes or any other Loan Documents may be declared to be forthwith due and payable as provided in Article VIII
(and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VIII)
for purposes of Section 10.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or
such obligations from becoming automatically due and payable) as against any Borrower and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable), such obligations of any other Borrower shall forthwith become
due and payable by the Company for purposes of said Section 10.01.


 


10.06.        Payments.
All payments by the Company under this Article X shall be made without deduction, set-off or counterclaim at the place specified
in Section 2.11.


 


10.07.        Effect
of Bail-in Action. Any Bail-in Action shall not affect the Guaranteed Obligations of the Company,
to the extent that the Company is not an Affected Financial Institution.


 


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 the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Company and the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 






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(a)            amend
the first proviso of Section 2.15(a)(i) or Section 2.15(a)(ii) without the written consent of each
Lender;


 


(b)            waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(c)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


(d)            postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;


 


(e)            reduce
the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) 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 directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary
(i) to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default
Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would
be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;


 


(f)            amend
definition of “Alternative Currency” without the written consent of each Lender;


 


(g)           amend
definition of “Applicable Percentage” without the written consent of each Lender directly affected thereby;


 


(h)            change
Section 2.12 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender;


 


(i)             change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent
hereunder without the written consent of each Lender;


 


(j)             release,
or have the effect of releasing, all of the value of the Guarantee of the Obligations without the written consent of each Lender; or


 


(k)            subordinate,
or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation without the written consent
of each Lender;


 






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and, provided further, that (i) no
amendment, waiver or consent shall unless signed by the Administrative Agent, the Syndication Agents, as applicable, in addition to the
Lenders required above, affect the rights or duties of the Administrative Agent, the Syndication Agents, as applicable, under this Agreement
or any other Loan Document, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in
addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement, and (iii) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative
to other affected Lenders shall require the consent of such Defaulting Lender.


 


Notwithstanding anything to
the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Company
and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this
Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment
or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its
account under this Agreement.


 


Notwithstanding any provision
herein to the contrary, if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical
error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then
the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission,
mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any
other party to this Agreement.


 


11.02.          Notices;
Effectiveness; Electronic Communication.


 


(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, demands and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices
and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as
follows:


 


(i)             if
to the Company or any Designated Borrower, the Administrative Agent or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 11.02; and


 


(ii)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
(including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in
effect for the delivery of notices that may contain material non-public information relating to the Company).


 






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Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and
other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).


 


(b)           Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing
Line Lender or each Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices
or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient,
such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.


 


(c)           The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender
or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of the Company’s, any Designated Borrower’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 nonappealable 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 Borrower, any Lender or any other Person
for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).






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(d)            Change
of Address, Etc. Each of the Borrowers, the Administrative Agent and the Swing Line Lender may change its address, facsimile, telephone
number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, facsimile, telephone number or electronic mail address for notices and other communications hereunder by notice
to the Company, the Administrative Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number,
facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable
Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through
the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to
any of the Borrowers or their respective securities for purposes of United States Federal or state securities laws.


 


(e)            Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic or electronic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of
any Borrower 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 Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 


11.03.     No
Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under
any other Loan Document 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 8.02
for the benefit of all the Lenders; 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 Swing Line Lender from exercising the rights and remedies that inure to its
benefit (solely in its capacity as Swing Line Lender) 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 2.11), 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 Borrower
under any Debtor Relief Law and; provided, further, that if at any time there is no Person acting as Administrative Agent
hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of
the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any
rights and remedies available to it and as authorized by the Required Lenders.


 






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11.04.          Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including Attorney Costs 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) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent
or any Lender (including Attorney Costs for the Administrative Agent or any Lender), in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans.


 


(b)            Indemnification
by the Company. The Company shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, the Syndication Agents,
each Lender 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 Attorney
Costs of one counsel for all Indemnitees in connection with indemnification claims arising out of the same facts or circumstances (and,
if necessary, of a single local counsel to the Indemnitees in each relevant jurisdiction and, in the case of an actual or perceived conflict
of interest, one additional counsel in each applicable jurisdiction to affected or similarly situated Indemnitees), incurred by any Indemnitee
or asserted against any Indemnitee arising out of, in connection with (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 the use or proposed use of the proceeds therefrom,
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries or (iv) any
actual 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, by any Borrower or an Indemnitee, and regardless of whether any Indemnitee is a party thereto
(but subject to clause (z) of the following proviso); provided that any such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of, or material
breach of the Loan Documents by, such Indemnitee, (y) result from a claim brought by any Borrower against an Indemnitee for breach
in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise solely from
a dispute between Indemnitees which (i) do not arise, in whole or in part, from any action or omission by the Borrowers, and (ii) are
not brought against any person in its capacity as agent, arranger or a similar capacity. Without limiting the provisions of Section 3.01(c),
this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc.
arising from any non-Tax claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swing Line Lender or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Swing Line
Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount
(including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based
on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought), 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 Swing Line Lender in its capacity
as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Swing
Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions
of Section 2.11(d).


 


(d)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Borrower shall assert, and hereby waives, and
acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence
or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 






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(e)            Payments.
All amounts due under this Section shall be payable not later than thirty days after written demand therefor (together with reasonable
backup documentation supporting any such reimbursement request).


 


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


 


11.05.          Payments
Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative
Agent or any Lender, or the Administrative Agent 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 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 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 Overnight Rate from time to time
in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders 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 shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby; provided that (i) no Borrower may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and (ii) no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance with the provisions
of subsection (b) of this Section or (B) by way of participation in accordance with the provisions of subsection (d) of
this Section or (C) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) 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 and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 






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(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more assignees (other than any Competitor; provided, that the list of Competitors
included in the definition of “Competitors” is permitted to be made available to any Lender who specifically requests a copy
thereof) 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 Swing Line Loans) at the time
owing to it); provided that any such assignment shall be subject to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)           in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing
to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least
the amount specified in or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and


 


(B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of
the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); 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.


 


(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement and the other Loan Documents with respect to the Loans or the Commitment assigned, except that this
clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of the 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 Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; provided, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and


 






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(B)           the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is
to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(C)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.


 


(iv)         Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption
(which shall contain, without limitation, a representation and warranty from the assignee that such assignee is not a Competitor), together
with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made (A) to any Borrower or any of such Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment
vehicle or trust for, or owned and operated for the primary benefit of a natural Person).


 


(vi)          Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent 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 Swing
Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and
obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until
such compliance occurs.


 






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Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,
and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that
except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim or any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each 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 Borrowers (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


 


(d)           Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural Person, a Defaulting Lender or any Borrower or any Affiliates or Subsidiaries of any Borrower or any Competitor; provided,
that the list of Competitors included in the definition of “Competitors” is permitted to be made available to any Lender
who specifically requests a copy thereof) (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 Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall
be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.


 






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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described
in the first proviso to Section 11.01 that affects such Participant. The Company agrees that each Participant shall be entitled
to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under
Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees
to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and
(B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation,
than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each
Lender that sells a participation agrees, at the Company's request and expense, to use reasonable efforts to cooperate with the Company
to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest
in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that
such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to
a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(f)            Resignation
as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days prior written
notice to the Company, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Company shall be entitled
to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by the Company
to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender, as the case may be. If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line
Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.03(c). Upon the appointment
of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring Swing Line Lender.


 






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(g)           Granting
Lenders. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant
to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC
to fund any Loan; and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (A) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change
the obligations of the Borrower under this Agreement (including its obligations under Section 3.04); (B) no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable (which indemnity or similar payment
obligation should be retained by the Granting Lender); and (C) the Granting Lender shall for all purposes, including the approval
of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made
by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper
or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained in this Section 11.06, any SPC may (x) with notice to, but without prior consent
of the Company and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right
to receive payment with respect to any Loan to the Granting Lender and (y) disclose on a confidential basis (and in accordance with
Section 11.07) any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer
or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


11.07.            Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Syndication Agents
and the Lenders shall maintain the confidentiality of the Information (as defined below) and shall use such Information solely for the
purpose of providing the services that are subject to this Agreement and the other Loan Documents, except that Information may be disclosed
(a) to its respective Affiliates, its auditors and its Related Parties who need to know such information in connection with this
Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (it being understood that the Persons, including,
for the avoidance of doubt, the Related Parties of such Persons, to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential in accordance with the provisions of this Section), (b) to
the extent required or requested by any regulatory authority having jurisdiction over such Person or its Related Parties, (c) pursuant
to the order of any court or administrative agency, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under 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 or as otherwise reasonably acceptable to the Company and such
Person, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations
under this Agreement (in each case, other than to any Competitor) or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(b) or
(ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments
are to be made by reference to any of the Borrowers or any of their subsidiaries or any of their respective obligations, this Agreement
or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries
or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the
Administrative Agent, the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (iii) the CUSIP Service Bureau
or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the
credit facilities provided hereunder, (h) with the consent of the Company or (i) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Agreement or (y) becomes available to the Administrative Agent, any
Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Company that, to such Person’s
knowledge, is not subject to confidentiality obligations to the Company; provided, that, in the case of clauses (b) and (e) above
(except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank or
regulatory authority exercising examination or regulatory authority), each of the Administrative Agent, the Syndication Agents and the
Lenders agree to (A) inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law, rule or
regulation, (B) use its respective reasonable efforts, at the request and expense of the Company, to cooperate with the Company
to the extent the Company may seek to limit such disclosure, (C) exercise reasonable efforts, at the Company’s expense, to
obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the information and
(D) only disclose that portion of information such Person’s counsel advises that it is legally required to disclose. In addition,
the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders
in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.


 






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For purposes of this Section,
 “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary
or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on
a non-confidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case of information received from
the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.


 


Each
of the Administrative Agent, the Syndication Agents and the Lenders acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the
use of material non-public information and (c) it will handle such material non-public information in accordance with applicable
Law, including United States Federal and state securities Laws.


 


11.08.            Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender 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 or any such Affiliate to or for the credit or
the account of the Company or any other Loan Party against any and all of the obligations of the Company or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or any other Loan Document and although such obligations of the Company or such Loan Party may be contingent
or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such
deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right
of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.14 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 and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.
Each Lender agrees to notify the Company 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 Company. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds
the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder.


 


11.10.            Counterparts;
Integration; Effectiveness. This Agreement and each of the other Loan Documents 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 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or other electronic imaging (e.g., “.pdf” or “.tif”) means shall be effective as
delivery of a manually executed counterpart of this Agreement.


 






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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.


 


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


 


11.13.            Replacement
of Lenders. If the Company
is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender, a Non-Consenting
Lender or a Protesting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,
and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant
to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)            the
Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in
Section 11.06(b);


 


(b)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the applicable Designated
Borrower (in the case of all other amounts);


 






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(c)            in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)            such
assignment does not conflict with applicable Laws; and


 


(e)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.


 


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


 


11.14.            Governing
Law; Jurisdiction; Etc.


 


(a)            GOVERNING
LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute or
cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan
Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby
shall be governed by, and construed in accordance with, the law of the State of NEW yORK.


 


(b)            SUBMISSION
TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY agrees that it
will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in
tort or otherwise, against ANY OTHER PARTY HERETO or any Related Party of the foregoing in any way relating to this Agreement or any
other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM
ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST
THE COMPANY OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(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.


 


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), the Company and
each other Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided
by the Administrative Agent, the Arranger, the Syndication Agents and the Lenders are arm’s-length commercial transactions
between the Company, each Designated Borrower and their respective Affiliates, on the one hand, and the Administrative Agent,
the Arranger, the Syndication Agents and the Lenders, on the other hand, (B) each of the Company and each Designated Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and
each Designated Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger, the Syndication Agents and
each Lender 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 any Borrower or any of its Affiliates, or any other Person
and (B) neither the Administrative Agent, the Arranger, the Syndication Agents nor any Lender has any obligation to any Borrower
or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and
in the other Loan Documents; and (iii) the Administrative Agent, the Arranger, the Syndication Agents and the Lenders and
their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company,
any Designated Borrower and their respective Affiliates, and neither the Administrative Agent, the Arranger, the Syndication Agents
nor any Lender has any obligation to disclose any of such interests to the Company, any Designated Borrower and their respective Affiliates.
To the fullest extent permitted by law, each of the Company and each Designated Borrower hereby agrees not to assert any claims that
it may have against the Administrative Agent, the Arranger, the Syndication Agents or any Lender with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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11.17.     Electronic
Execution of Assignments and Certain Other Documents. This Agreement,
any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic
Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each of the
Lenders (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication
shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into
by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance
with the terms thereof to the same extent as if a manually executed original signature was delivered.   Any Communication may
be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts
are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format),
or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative
Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic
Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy,
shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.
Notwithstanding anything contained herein to the contrary, neither the Administrative Agent nor any of the Lenders are under any obligation
to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved
by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent or any of the Lenders have
agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on any
such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and
regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Credit
Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart.


 


Each of the Loan Parties and each Credit Party
hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any
other Loan Document based solely on the lack of paper original copies of this Agreement and/or such other Loan Document, and (ii) any
claim against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative
Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result
of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature.


 






    106


     


    

 


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


 


11.19.            Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert
a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it
to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions
of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the
Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency
with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative
Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may
be entitled thereto under applicable law).


 






    107


     


    

 


11.20.            Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that
any liability of any Lender or any Loan Party that is an Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender or any Loan Party that is an Affected Financial Institution; and


 


(b)           the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)             a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.


 






    108


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


	 	CBOE global markets, INC.,
	 	as the Company,
	 	 
	 	By:	/s/ Brian N. Schell
	 	Name: Brian N. Schell
	 	Title: Executive Vice President, Chief Financial Officer and Treasurer




 


 


[Signature Page – CBOE Second
Amended and Restated Credit Agreement]



 






    


     


    

 


	 	BANK OF AMERICA, N.A., 
	 	as Administrative Agent and Lender
	 	 
	 	By:	 /s/ Maryanne Fitzmaurice 
	 	Name: Maryanne Fitzmaurice 
	 	Title: Director




 


 


[Signature Page – CBOE Second
Amended and Restated Credit Agreement]


 






    


     


    

 


	 	AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
	 	as Lender
	 	 
	 	By:	 /s/ Nelson Chou 
	 	Name: Nelson Chou 
	 	Title: SVP & Head of Corporate Banking




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	BANK OF CHINA, CHICAGO BRANCH,
	 	as Lender
	 	 
	 	By:	/s/ Xu Yang 
	 	Name: Xu Yang 
	 	Title: SVP




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	BARCLAYS BANK PLC,
	 	as Lender
	 	 
	 	By:	/s/ Ronnie Glenn 
	 	Name: Ronnie Glenn 
	 	Title: Director




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	CITIBANK, N.A.,
	 	as Lender
	 	 
	 	By:	/s/ Ciaran Small
	 	Name: Ciaran Small
	 	Title: Vice President




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH,
	 	as Lender
	 	 
	 	By:	/s/ Ming K. Chu 
	 	Name: Ming K. Chu 
	 	Title: Director
	 	 
	 	 
	 	By:	 /s/ Marko Lukin 
	 	Name: Marko Lukin 
	 	Title: Vice President




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as Lender
	 	 
	 	By:	 /s/ Ananda DeRoche
	 	Name: Ananda DeRoche
	 	Title: Authorized Signatory




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Lender
	 	 
	 	By:	/s/ Jennifer M. Dunneback
	 	Name: Jennifer M. Dunneback
	 	Title: Executive Director




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as Lender
	 	 
	 	By:	 /s/ Michael King
	 	Name: Michael King
	 	Title: Authorized Signatory




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	ROYAL BANK OF CANADA,
	 	as Lender
	 	 
	 	By:	/s/ Tim Stephens 
	 	Name: Tim Stephens
	 	Title: Authorized Signatory




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH,
	 	as Lender
	 	 
	 	By:	 /s/ Maria Macchiaroli
	 	Name: Maria Macchiaroli
	 	Title: Authorized Signatory




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	WELLS FARGO BANK, N.A.,
	 	as Lender
	 	 
	 	By:	/s/ Nik Broschofsky
	 	Name: Nik Broschofsky
	 	Title: Vice President




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	LLOYDS BANK CORPORATE MARKETS PLC,
	 	as Lender
	 	 
	 	By:	 /s/ Tina Wong
	 	Name: Tina Wong
	 	Title: Assistant Vice President
	 	 
	 	 
	 	By:	/s/ Kamala Basdeo
	 	Name: Kamala Basdeo
	 	Title: Assistant Vice President




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	MUFG BANK, LTD.,
	 	as Lender
	 	 
	 	By:	/s/ Jacob Ulevich
	 	Name: Jacob Ulevich
	 	Title: Director




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Lender
	 	 
	 	By:	 /s/ Devin Faddoul
	 	Name: Devin Faddoul
	 	Title: Vice President




 


 


[Signature Page – CBOE Amended and
Restated Credit Agreement]


 






    


     


    

 


	 

     
	COMMITMENTS AND

 APPLICABLE
    PERCENTAGES
	SCHEDULE
    2.01



 


	Lender	 	Commitment	 	 	Applicable
 Percentage	 
	Bank of America, N.A.	 	$	32,000,000	 	 	 	8	%
	 	 	 	 	 	 	 	 	 
	Agricultural Bank of China Limited, New York Branch	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Bank of China, Chicago Branch	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Barclays Bank PLC	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Citibank, N.A.	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Deutsche Bank AG New York Branch	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Goldman Sachs Bank USA	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Morgan Stanley Bank, N.A.	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Royal Bank of Canada	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	The Toronto Dominion Bank, New York Branch	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.	 	$	28,000,000	 	 	 	7	%
	 	 	 	 	 	 	 	 	 
	Lloyds Bank Corporate Markets plc	 	$	20,000,000	 	 	 	5	%
	 	 	 	 	 	 	 	 	 
	MUFG Bank, Ltd.	 	$	20,000,000	 	 	 	5	%
	 	 	 	 	 	 	 	 	 
	PNC Bank, National Association	 	$	20,000,000	 	 	 	5	%
	 	 	 	 	 	 	 	 	 
	Total	 	$	400,000,000.00	 	 	 	100	%






 






    


     


    

  


SCHEDULE 7.01


 


EXISTING LIENS


 


 


None.


 






    


     


    







 


SCHEDULE 7.02


 


INDEBTEDNESS


 


 


None.


 






    


     


    

 





SCHEDULE 11.02


 


ADMINISTRATIVE
AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES


 


CBOE GLOBAL MARKETS, INC.:


 


Cboe
Global Markets, Inc.

433 West Van Buren Street

Chicago, Illinois 60607

Attention: Brian N. Schell

Telephone: (312) 786-8770

Electronic Mail: bschell@cboe.com


 


Attention:
Patrick Sexton

Telephone: (312) 786-7467

Electronic Mail: psexton@cboe.com and legalnotices@cboe.com


 


Website
Address: www.cboe.com

U.S. Taxpayer Identification Number: 20-5446972


 


With
a Copy To:

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Anny Huang

Electronic Mail: ahuang@sidley.com

Telephone: (312) 853-2933


 


ADMINISTRATIVE
AGENT:


 


Administrative
Agent’s Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

2380 Performance Dr, Building C


TX2-984-03-23


Richardson, TX 75082


Attention:
Joanna Tarango

Telephone: 469-201-8731

Telecopier: 214-290-9440

Electronic Mail: Joanna.tarango@bofa.com


 






    


     


    

 


Remittance Instructions – USD: 


Bank of America, N.A.


New York, NY


ABA# 026009593


Account No.: 1366072250600


Account Name: Wire Clearing Acct for Syn
Loans - LIQ


Ref: CBOE Holdings Inc


 


Other Notices as Administrative Agent:

Bank of America, N.A.


900 West Trade Street


NC1-026-06-03


Charlotte, NC 28255


Attention:
Melissa Mullis

Telephone: 980-386-9372

Electronic Mail: Melissa.mullis@bofa.com


 


Bank
of America, N.A.

1 Bryant Park


Mail Code: NY1-100-18-03


New York, NY  10036


Attention: Maryanne Fitzmaurice


Telephone: 646-556-0343


Telecopier: 704-683-9184


Electronic Mail: Maryanne.fitzmaurice@bofa.com


 






    


     


    

 


EXHIBIT A-1


 


FORM OF COMMITTED LOAN NOTICE


 


Date:
__________, ____


 


	To:	Bank of America, N.A.,

as Administrative Agent under the Agreement (as defined below)



 


 


Ladies and Gentlemen:


 


Reference
is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; the terms defined
therein being used herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”),
certain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated
Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”),
the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


The undersigned hereby requests (select one):


 


 ̈ A
Borrowing of Committed Loans            ̈
A conversion or continuation of Loans


 


1.       On behalf of
____________________________ [insert name of applicable Borrower].


 


2.       On
______________________________ (a Business Day).


 


3.       In
the amount of [$][€][£] __________________.


 


4.       Comprised
of ______________________.


[Type of Committed Loan requested]


 


5.       In the following currency:
________________________.


 


6.       For
[Term SOFR] [Euro Term Rate] Loans: with an Interest Period of ______ months.


 


The Committed Borrowing,
if any, requested herein complies with Section 2.01 of the Agreement.


 


The undersigned hereby represents
and warrants to the Administrative Agent and each of the Lenders that the conditions set forth in Section 4.02 of the Agreement
are true and correct on the date hereof and will be true and correct on the date of such Committed Borrowing, if any, before and immediately
after giving effect to the Committed Borrowing requested hereunder.


 


 


Form of Committed Loan Notice


 






    A-1-1


     


    

 


	 	[APPLICABLE BORROWER]
	 	 
	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 




 


 


Form of Committed Loan Notice


 






    A-1-2


     


    

 


EXHIBIT A-2


 


FORM
OF swing line loan NOTICE


Date: ___________, _____


 


		To:	Bank of America, N.A.,



as Swing Line Lender under the Agreement
(as defined below)


 


-and-


 


Bank of America, N.A.,


as Administrative Agent under the Agreement


 


Ladies and
Gentlemen:


 


Reference
is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; the terms defined
therein being used herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”),
certain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated
Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”),
the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


The Company hereby requests
a Swing Line Loan:


 


1.      On                                                                                 (a
Business Day).


 


2.      In the amount of
$                                                     .


 


The Swing Line Borrowing
requested herein complies with the requirements of the proviso to the first sentence of Section 2.03(a) of the Agreement.


 


The undersigned hereby represents
and warrants to the Administrative Agent and each of the Lenders that the conditions set forth in Section 4.02 of the Agreement
are true and correct on the date hereof and will be true and correct on the date of such Swing Line Borrowing before and immediately
after giving effect to the Swing Line Borrowing requested hereunder.


 


	 	CBOE GLOBAL MARKETS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 


 


 


Form of Swing Line Loan Notice


 






    A-2-1


     


    

 


EXHIBIT B


 


FORM OF NOTE


 


_____________ ____, 20__


 


FOR
VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns
(the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount
of each Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated
as of February 25, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Agreement”; the terms defined therein being used herein as therein defined), among Cboe Global Markets, Inc.
(the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent and as Swing Line Lender.


 


The Borrower promises to
pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.03(f) of the Agreement
with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of
the Lender in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before
as well as after judgment) computed at the per annum rate set forth in the Agreement.


 


This Note is one of the Notes
referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of
the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts
or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse
thereon the date, amount and maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself,
its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment
of this Note.


 


 


Form of Note


 






    B-2


     


    

 


THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	[APPLICABLE BORROWER]
	 	 
	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 


 


 


Form of Note


 






    B-3


     


    

 





LOANS AND PAYMENTS WITH RESPECT THERETO


 


 


	Date	 	Type
    of 

Loan 

Made	 	Amount
    of 

Loan 

Made	 	Currency
    

of Loan 

Made	 	End
    of

 Interest 

Period	 	Amount
    of

 Principal

 or Interest 

Paid This

 Date	 	Outstanding


    Principal

 Balance

 This Date	 	Notation
    

Made

 By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


Form of Note


 






    B-4


     


    

 






EXHIBIT C


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial
Statement Date: _______,


 


	To:	Bank of America, N.A., as Administrative Agent



 


Ladies and Gentlemen:


 


Reference
is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”; the terms defined
therein being used herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”),
certain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated
Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”),
the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


The undersigned Responsible
Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of the Company, and that, as
such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Company, and that:


 


[Use following paragraph 1 for fiscal year-end
financial statements]


 


1.       The
Company has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal
year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required
by such section.


 


[Use following paragraph 1 for fiscal quarter-end
financial statements]


 


1.       The
Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and
cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end
audit adjustments and the absence of footnotes.


 


2.       The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a review in reasonable detail of the transactions and condition (financial or otherwise) of the Company during the accounting period
covered by such financial statements.


 


3.       A
review in reasonable detail of the activities of the Company during such fiscal period has been made under the supervision of the undersigned
with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents,
and


 


Form of Compliance Certificate


 








    C-1


     


    

 


[select one:]


 


[to the best knowledge of
the undersigned, during such fiscal period each Loan Party performed and observed each covenant and condition of the Loan Documents applicable
to it, and no Default has occurred and is continuing.]


 


--or--


 


[to the best knowledge of
the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]


 


4.       The
financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on
and as of the date of this Certificate.


 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of _________________, __________.


 


	 	CBOE GLOBAL MARKETS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	                  
	 	Title:	 


 


 


Form of Compliance Certificate


 






    C-2


     


    

 


For
the Quarter/Year ended _____________________ (“Statement Date”)


 


SCHEDULE
1

to the Compliance Certificate

($ in 000’s)


 


I.       Section 7.04(a) –
Consolidated Leverage Ratio.


 


	 	A.	Consolidated
    Funded Indebtedness at Statement Date:	$
    ________________
	 	 	 	 
	 	B.	Consolidated
    EBITDA for the four consecutive fiscal quarters ending on the above date (“Subject Period”):	$
    ________________
	 	 	 	 
	 	C.	Consolidated
    Leverage Ratio (Line I.A ÷ Line I.B):	____________
    to 1.00
	 	 	 	 
	 	 	Maximum
    permitted:	 	  3.50 to 1.001
	 	 	 	 	 


II.       Section 7.04(b) –
Consolidated Interest Coverage Ratio.


 


	 	A.	Consolidated
    EBIT for the Subject Period:	$
    ________________
	 	 	 	 
	 	B.	Consolidated
    Interest Charges for Subject Period:	$
    ________________
	 	 	 	 
	 	C.	Consolidated
    Interest Coverage Ratio (Line II.A ÷ Line II.B):	____________
    to 1.00
	 	 	 	 
	 	 	Minimum required:	 	   4.00
    to 1.00


 





 






1 The Consolidated Leverage Ratio may, at the request of
the Company, be increased to 4.25 to 1.00 on one occasion and 4.00 to 1.00 on another occasion in accordance with Section 7.04(a).


 


 


Form of Compliance Certificate


 






    C-3


     


    

 


For
the Quarter/Year ended _____________________ (“Statement Date”)


 


SCHEDULE
2

to the Compliance Certificate

($ in 000’s)


 


Consolidated
EBIT and EBITDA

(in accordance with the definitions of Consolidated EBIT and EBITDA as set forth in the Agreement)


 



	Consolidated EBIT and EBITDA	
    Quarter Ended

     
	
    Quarter Ended

     
	
    Quarter Ended

     
	
    Quarter Ended

     
	
    Twelve Months Ended

     

	Consolidated Net Income	 	 	 	 	 
	+Consolidated Interest Charges	 	 	 	 	 
	+income taxes	 	 	 	 	 
	+non-cash expenses or charges	 	 	 	 	 
	+restructuring charges, Stock-Based Compensation  and other optimization expenses2	 	 	 	 	 
	+fees, charges and expenses incurred in connection with the negotiation, execution and consummation of acquisitions and/or the Agreement	 	 	 	 	 
	+expenses incurred in connection with the repurchases of employee equity and stock options 	 	 	 	 	 
	-income tax credits	 	 	 	 	 
	-non-cash income	 	 	 	 	 
	=Consolidated EBIT	 	 	 	 	 
	+depreciation expense	 	 	 	 	 
	+amortization expense	 	 	 	 	 
	=Consolidated
EBITDA3	 	 	 	 	 





 





 






2 The amounts of such charges, expenses, costs and
reserves, as further specified in the Agreement, are limited to those charges, expenses, costs and reserves, in each case, as
incurred in connection with acquisitions and dispositions, issuances or incurrence of Indebtedness, issuances of Equity Interests or
Equity Equivalents (excluding, in each case, any Stock-Based Compensation) or refinancing transactions and modifications of
instruments of Indebtedness, provided that the aggregate amount added back pursuant to this clause in any four consecutive fiscal
quarter period shall not exceed the greater of (x) $50.0 million and (y) 5.0% of Consolidated EBITDA for such period (calculated
prior to giving effect to any increase pursuant to this clause).


 


3 Provided that in determining Consolidated EBITDA, without
duplication, the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Subsidiary (but not the Acquired
EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred
or otherwise disposed by the Company or such Subsidiary during such period as an Acquired Entity or Business, based on the actual Acquired
EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) is included;
and provided that the Company may choose not to make such an adjustment with any acquisition having consideration of less than $100,000,000
and determination excludes the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of
or closed by the Borrower or any Subsidiary based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including
the portion thereof occurring prior to such sale, transfer or disposition).


 


 


Form of Compliance Certificate


 






    C-4


     


    

 





EXHIBIT D


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the
Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities
identified below (including without limitation Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any
Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but
not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor
to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).
Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.


 


		1.	Assignor:	_____________________________________



 


		2.	Assignee:	_____________________________________



 


[for the Assignee, indicate [Affiliate][Approved
Fund] of [identify Lender]]


 


		3.	Borrower(s):Cboe
                                            Global Markets, Inc. (the “Company”) [and [●]].



 


		4.	Administrative
                                            Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement



 


		5.	Credit
                                            Agreement: Second Amended and Restated Credit Agreement, dated as of February 25,
                                            2022, by and among the Company, the Designated Borrowers from time to time party thereto,
                                            the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative
                                            Agent and as Swing Line Lender



 


 


Form of Assignment and Assumption


 






    D-1


     


    

 


		6.	Assigned
                                            Interest:



 


	Aggregate
    Amount of

    Commitment for all 

    Lenders4	 	Amount
    of 

    Commitment Assigned	 	 	Percentage
                                            Assigned of

                                            Commitment5	 	 	CUSIP Number
	$	 	$	 	 	%	 	 	 
	$	 	$	 	 	%	 	 	 
	$	 	$	 	 	%	 	 	 



 


		[7.	Trade
Date:   ____________________________________]6



 


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


 


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


 


	 	ASSIGNOR
	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	 	Title:
	 	 	 
	 	 
	 	ASSIGNEE
	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	 	Title:





 





 






4 Amounts in this column and in the
column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date.


 


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


 


6 To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 


 


Form of Assignment and Assumption


 






    D-2


     


    

 


[Consented
to and]7 Accepted:


 


	BANK OF AMERICA, N.A., 	 
	as Administrative Agent	 
	 	 
	 	 
	By:	                      	 
	 	Title:	 
	 	 	 
	 	 	 
	By:	 	 
	 	Title:	 
	 	 	 
	 	 
	[Consented
to: [●]]8	 
	 	 
	 	 
	By:	 	 
	 	Title:	 


 





 






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


 


8 To be added only if the consent of the Company and/or
other parties (e.g. Swing Line Lender) is required by the terms of the Credit Agreement.


 


 


Form of Assignment and Assumption


 






    D-3


     


    

 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND
ASSUMPTION


 


1.         Representations
and Warranties.


 


1.1       Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting
Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of
its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2       Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06 of the Credit Agreement (subject to such
consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it,
or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such
type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of
the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and
to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent
shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.


 


3.       General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by,
and construed in accordance with, the law of the State of New York.


 


 


Form of Assignment and Assumption


 






    D-4


     


    

 





EXHIBIT E-1


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain
Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower”
and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders
from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


Pursuant to the provisions
of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning
of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Company as described in Section
881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable).
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company
and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


 


 


	[NAME OF LENDER]	 
	 	 
	By:  _______________________	 
	 	 
	 	Name:  ________________________	 
	 	 	 
	 	Title:  ________________________	 
	 	 	 


Date: ________ __, 20[ ]


 


 


Form of U.S. Tax Compliance Certificate


 






    E-1


     


    

 





EXHIBIT E-2


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain
Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower”
and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders
from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


Pursuant to the provisions
of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of the Company within the meaning of Section 881(c)(3)(B) of the Code, and (iv)
it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or W-8BEN, as applicable). By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:  _______________________	 
	 	 
	 	Name:  ________________________	 
	 	 	 
	 	Title:  ________________________	 
	 	 	 


 


Date: ________ __, 20[ ]


 


 


Form of U.S. Tax Compliance Certificate


 






    E-2


     


    

 





EXHIBIT E-3


 


Form
of


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain
Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower”
and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders
from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


Pursuant to the provisions
of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of
such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company
within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.


 


	[NAME OF PARTICIPANT]	 
	 	 
	By:  _______________________	 
	 	 
	 	Name:  ________________________	 
	 	 	 
	 	Title:  ________________________	 
	 	 	 


 


Date: ________ __, 20[ ]


 


 


Form of U.S. Tax Compliance Certificate


 






    E-3


     


    

 





EXHIBIT E-4


 


FORM
OF


U.S.
TAX COMPLIANCE CERTIFICATE


(For Foreign Lenders That
Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain
Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15 (each a “Designated Borrower”
and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Lenders
from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.


 


Pursuant to the provisions
of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension
of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company
within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Company as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall
have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 


 


	[NAME OF LENDER]	 
	 	 
	By:  _______________________	 
	 	 
	 	Name:  ________________________	 
	 	 	 
	 	Title:  ________________________	 
	 	 	 


Date: ________ __, 20[ ]


 


 


Form of U.S. Tax Compliance Certificate


 






    E-4


     


    

 





EXHIBIT F


 


FORM OF DESIGNATION AGREEMENT


 


[DATE]


 


		To:	Bank of America, N.A.,



as Administrative Agent under the Credit
Agreement (as defined below)


 


Ladies and Gentlemen:


 


Reference
is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of February 25, 2022 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; except with respect
to terms defined herein, the terms defined therein being used herein as therein defined), by and among CBOE GLOBAL MARKETS, INC., a Delaware
corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto pursuant to Section 2.15
(each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively
the “Borrowers”), the Lenders from time to time party thereto, and BANK OF AMERICA, N.A., as Administrative Agent
and as Swing Line Lender.


 


Please be advised that the
Company hereby, pursuant to Section 2.15(a) of the Credit Agreement, designates its undersigned Subsidiary, ____________ (the
 “Designated Borrower”), as a “Designated Borrower” under and for all purposes of the Credit Agreement.


 


The documents required to be
delivered to the Administrative Agent under Sections 2.15 and 4.03, as applicable, of the Credit Agreement will be
furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.


 


The
parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower, in consideration of each Lender’s
agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, shall have all obligations,
duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would
have had if the Designated Borrower had been an original party to the Credit Agreement as a “Borrower” and a “Designated
Borrower” thereunder. Effective as of the date hereof, the Designated Borrower confirms its acceptance of, and consents to, all
representations and warranties, covenants, and other terms and provisions of the Credit Agreement. In furtherance of the foregoing, the
Designated Borrower hereby represents and warrants to the Administrative Agent and each Lender that:


 


1.             The Designated Borrower (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 this Designation Agreement and the other Loan Documents to which it is a party, and (c) is duly qualified and is
licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license, except in each case referred to in clause (b)(i) or (c), to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


Form of Designation Agreement


 






    F-1


     


    

 


2.            The execution, delivery and performance by the Designated Borrower of this Designation Agreement and each other Loan Document
to which it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of the Designated Borrower’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 the Designated
Borrower is a party or affecting the Designated Borrower or the properties of the Designated Borrower or any of its Subsidiaries or (ii)
any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Designated Borrower or its property
is subject or (c) violate any Law, except in each case referred to in clause (b) or (c), to the extent that such conflict,
breach, contravention, Lien, payment or violation, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect;


 


3.            No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other
than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain
or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, the Designated Borrower of this Designation Agreement
or any other Loan Document;


 


 


4.            This Designation Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by the Designated Borrower. This Designation Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of the Designated Borrower, enforceable against the Designated Borrower as a party thereto in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
the enforcement of creditors’ rights generally and by general equitable principles or by principles of good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law);


 


 


5.            The Designated Borrower has disclosed to the Administrative Agent and the Lenders all matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate
or other information furnished in writing by or on behalf of the Designated Borrower to the Administrative Agent or any Lender in connection
with the transactions contemplated hereby, in connection with the Credit 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 omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially
misleading; provided that, with respect to projected financial information, forward-looking statements or other forecasts, the Designated
Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time;
and


 


Form of Designation Agreement


 






    F-2


     


    

 


6.             There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Designated Borrower, threatened
in writing or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Designated
Borrower or against any of their properties or revenues that (a) purport to adversely affect the ability of the Designated Borrower to
perform its material obligations under this Designation Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) except as specifically disclosed in the SEC public filings of the Company or its Subsidiaries prior to the date of this
Designation Agreement, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


This Designation Agreement
shall constitute a Loan Document under the Credit Agreement.


 


This Designation Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Designation Agreement to be duly executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


	 	 
	 	Very truly yours,
	 	 
	 	CBOE GLOBAL MARKETS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	[APPLICABLE DESIGNATED BORROWER]
	 	 
	 	 
	 	By:	                     
	 	Name:	 
	 	Title:	 




 


Form of Designation Agreement


 






    F-3


     


    

 


Acknowledged and accepted as of the day and year first above written:


 


	Very truly yours,	 
	 	 
	BANK OF AMERICA, N.A.,	 
	as Administrative Agent	 
	 	 
	 	 
	By:	                   	 
	Name:	 	 
	Title:	 	 




 


Form of Designation Agreement


 






    F-4