Exhibit 10.1


 


Execution Version


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


Amendment
NO. 1 TO CREDIT AGREEMENT, dated as of March 24, 2020 (this “Amendment No. 1”), among BWX TECHNOLOGIES, INC.,
a Delaware corporation (the “Administrative Borrower”), BWXT Canada Ltd., an Ontario corporation (the “Canadian
Borrower” and together with the Administrative Borrower, collectively, the “Borrower” and each, a
 “Borrower”), WELLS FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), the Lenders party hereto and, solely for purposes of Sections 3 through 8 hereof, each Guarantor listed on the
signature pages hereto.


 


W I T N E S S E T H
:


 


WHEREAS, the Borrower, the Administrative
Agent and the Lenders from time to time party thereto entered into that certain Credit Agreement, dated as of May 24, 2018
(as amended, restated, amended and restated, supplemented or other modified through the date hereof, the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such term in the Credit Agreement;


 


WHEREAS, Section 10.01 of the Credit
Agreement provides that the Borrower, the Administrative Agent and the Required Lenders may amend the Credit Agreement for certain
purposes and the Borrower has requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit
Agreement will be amended as set forth herein;


 


WHEREAS, in connection with the amendments
described herein, the Administrative Borrower desires to increase the aggregate amount of the Revolving Credit Commitments by $250,000,000;


 


WHEREAS, each of the Revolving Credit Lenders
party hereto has agreed, subject to the occurrence of the Amendment No. 1 Effective Date, to provide additional Revolving
Credit Commitments as provided herein;


 


WHEREAS, in connection with the amendments
described herein, the Canadian Borrower shall cease to be a Borrower in respect of the Revolving Credit Facility and any CAD Revolving
Credit Loans will be repaid in full as of the Amendment No. 1 Effective Date;


 


NOW, THEREFORE, in consideration of the foregoing,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


SECTION 1
- Amendments.


 


Subject to the occurrence
of the Amendment No. 1 Effective Date:


 


(a)          The
Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the underlined text (indicated textually in the same manner as the following example: underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.


 


(b)          Schedule
2.01 to the Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby replaced in its entirety with
the table attached as Annex A hereto.






     


     


    

 


SECTION 2
 – Revolving Credit Commitments. Effective as of the Amendment No. 1 Effective Date, the aggregate amount
of the Revolving Credit Commitments is increased by $250,000,000, such that the aggregate amount as of the Amendment No. 1
Effective Date is equal to $750,000,000. Effective as of the Amendment No. 1 Effective Date, each of the Revolving Credit
Lenders agrees that its Revolving Credit Commitments shall be as set forth beside such Revolving Credit Lender’s name under
the heading Revolving Credit Commitments on Annex A hereto.


 


SECTION 3
 – Representations & Warranties. In order to induce the Lenders party hereto and the Administrative Agent
to enter into this Amendment No. 1, each Loan Party hereby represents and warrants to the Lenders party hereto and the Administrative
Agent that:


 


(a)          On
and as of the Amendment No. 1 Effective Date, the representations and warranties of (i) the Borrower contained in Article V
of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material
respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each
such representation or warranty shall be true and correct in all respects) on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material
respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each
such representation or warranty shall be true and correct in all respects) as of such earlier date.


 


(b)          No
Default has occurred and is continuing or would occur immediately after giving effect to this Amendment No. 1.


 


SECTION 4
 – Conditions Precedent. This Amendment No. 1 shall become effective as of the first date (the “Amendment
No. 1 Effective Date”) when each of the conditions set forth in this Section 4 shall have been satisfied or
waived:


 


(a)          The
Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this
Amendment No. 1 from (i) the Administrative Agent, (ii) each Loan Party named on the signature pages hereto
and (iii) Lenders constituting the Required Lenders immediately prior to the Amendment No. 1 Effective Date and including
all of the Revolving Credit Lenders with Revolving Credit Commitments on Annex A hereto.


 


(b)          All
costs, fees and expenses (including, without limitation, legal fees and expenses) of the Administrative Agent in connection with
this Amendment No. 1 shall have been paid to the extent required under the Credit Agreement.


 


(c)          No
Default shall have occurred and be continuing or would occur immediately after giving effect to this Amendment No. 1.


 


(d)          The
representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each
Loan Party contained in each other Loan Document shall be true and correct in all material respects (or, with respect to representations
or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true
and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or,
with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation
or warranty shall be true and correct in all respects) as of such earlier date.


 






    2


     


    

 


(e)          The
Administrative Agent shall have received a certificate of the Borrower, dated the Amendment No. 1 Effective Date, executed
by a Responsible Officer of the Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of
this Section 4.


 


(f)           The
Administrative Agent shall have received a favorable and customary opinion of (A) Baker Botts L.L.P., United States counsel
to the Loan Parties, and (B) Stikeman Elliott, Canadian counsel to the Loan Parties, in each case addressed to the Administrative
Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and addressing
such matters concerning the Loan Parties, this Amendment No. 1 and the Loan Documents to be executed on the Amendment No. 1
Effective Date as the Required Lenders may reasonably request.


 


(g)          The
Administrative Agent shall have received a certificate of each Loan Party, dated the Amendment No. 1 Effective Date and executed
by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that attached thereto are
(i) resolutions or other action, (ii) a true and complete copy of the certificate or articles of incorporation, formation
or organization of each such Loan Party certified by the relevant authority of its jurisdiction of organization, which certificate
or articles of incorporation, formation or organization have not been amended (except as attached thereto) since the date reflected
thereon, or certify that the articles of incorporation, formation or organization of each such Loan Party previously certified
by a Responsible Officer of such Loan Party in connection with the Closing Date remain in full force and effect and are true and
complete, (iii) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of each
such Loan Party, together with all amendments thereto as of the Amendment No. 1 Effective Date, which by-laws or operating,
management, partnership or similar agreement are in full force and effect, or certify that the by-laws or operating, management,
partnership or similar agreement of each such Loan Party previously certified by a Responsible Officer of such Loan Party in connection
with the Closing Date remain in full force and effect and are true and complete, (iv) certificates of good standing from the
secretary of state of the state of organization of each Loan Party and (v) incumbency certificates or other certificates of
Responsible Officers of each such Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment No. 1 and the other Loan Documents to which such
Loan Party is a party on the Amendment No. 1 Effective Date, or certify that the incumbency certificates of each such Loan
Party previously certified by a Responsible Officer of such Loan Party in connection with the Closing Date remain in full force
and effect and are true and complete.


 


(h)          The
Lenders shall have received at least three (3) Business Days prior to the Amendment No. 1 Effective Date a certification
regarding beneficial ownership required by 31 C.F.R. § 1010.230 and all documentation and other information about the Loan
Parties reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment No. 1 Effective
Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act.


 


SECTION 5
- Reference to and Effect on the Credit Agreement. On and after the effectiveness of this Amendment No. 1, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”,
 “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended or waived by this Amendment No. 1. The Credit Agreement, as specifically amended
by this Amendment No. 1, and each other Loan Document are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. Without limiting the generality of the foregoing, (i) the Security Instruments and
all of the Collateral described therein do and shall continue to secure the payment of all Obligations and (ii) each of the
Loan Parties reaffirms its prior grant and the validity of the 


 






    3


     


    

 


Liens by it pursuant to the Security Instruments, with all such
Liens continuing in full force and effect after giving effect to this Amendment No. 1. Without further limiting the generality
of the foregoing, each of the Loan Parties reaffirms its prior Guaranty Obligation after giving effect to this Amendment No. 1.
The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate
as an amendment or waiver of any right, power or remedy of any Lender or any agent under any of the Loan Documents, nor constitute
an amendment or waiver of any provision of any of the Loan Documents. This Amendment No. 1 is a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents. This Amendment No. 1 shall not constitute a novation
of the Credit Agreement or any of the Loan Documents.


 


SECTION 6
- Ratification. This Amendment No. 1 is limited to the matters specified herein and shall not constitute acceptance
or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Credit
Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations
outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full
force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges
and agrees that the terms of this Amendment No. 1 constitute an amendment of the terms of pre-existing Indebtedness and the
related agreement, as evidenced by the Credit Agreement as amended hereby.


 


SECTION 7
- Counterparts. This Amendment No. 1 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.
Delivery of an executed counterpart of a signature page of this Amendment No. 1 by facsimile or other electronic imaging
means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this
Amendment No. 1.


 


SECTION 8
- Governing Law; Jurisdiction; Waiver of Jury Trial. Sections 10.14 and 10.15 of the Credit Agreement are incorporated
herein, mutatis mutandis, as if a part hereof.


 


[Signature pages follow]


 






    4


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 1 to be duly executed by their respective authorized officers as of the day and year first above
written.


 


	 	BWX TECHNOLOGIES, INC., as the Borrower
	 	 
	 	By:	/s/ Kirt J. Kubbs
	 	 	Name: Kirt J. Kubbs
	 	 	Title: Vice President, Treasurer
	 	 
	 	BWXT CANADA LTD., as the Borrower
	 	 
	 	By:	/s/ Kirt J. Kubbs
	 	 	Name: Kirt J. Kubbs
	 	 	Title: Treasurer
	 	 
	 	Solely for purposes of Sections 3 through 8:
	 	 
	 	BWXT INVESTMENT COMPANY
	 	BWXT COMMERCIAL GROUP, INC.
	 	BWXT GOVERNMENT GROUP, INC.
	 	 
	 	By:	/s/ Kirt J. Kubbs
	 	 	Name: Kirt J. Kubbs
	 	 	Title: Vice President, Treasurer
	 	 
	 	BWXT ISOTOPE TECHNOLOGY GROUP, INC.
	 	BWXT ITG CANADA, INC.
	 	 
	 	By:	/s/ Kirt J. Kubbs
	 	 	Name: Kirt J. Kubbs
	 	 	Title: Vice President, Treasurer
	 	 
	 	Solely for purposes of Sections 3 through 8:
	 	 
	 	BWXT NUCLEAR MAINTENANCE SERVICES, INC.
	 	BWXT NUCLEAR ENERGY, INC.
	 	BWXT WASHINGTON, INC.
	 	BWXT TECHNICAL SERVICES GROUP, INC.
	 	BWXT INTERNATIONAL TECHNICAL SERVICES, INC.
	 	BWXT FEDERAL SERVICES, INC.
	 	BWXT NUCLEAR OPERATIONS GROUP, INC.
	 	BWXT NOG TECHNOLOGIES, INC.
	 	NOG-ERWIN HOLDINGS, INC.
	 	NUCLEAR FUEL SERVICES, INC.
	 	NFS HOLDINGS, INC.
	 	MARINE MECHANICAL CORPORATION
	 	BWXT CANADA HOLDINGS CORP.
	 	BWXT NUCLEAR ENERGY CANADA INC.
	 	LAKER ENERGY PRODUCTS LTD.
	 	BWXT ADVANCED TECHNOLOGIES LLC
	 	 
	 	By: /s/ Kirt J. Kubbs
	 	Name: Kirt J. Kubbs
	 	Title: Treasurer






 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	WELLS FARGO BANK, N.A.,
 as Administrative Agent, a Lender, an L/C Issuer and Swing Line Lender
	 	 
	 	 
	 	By:	/s/ Jonathan D. Beck
	 	 	Name: Jonathan D. Beck
	 	 	Title: Director




 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
 as a Lender
	 	 
	 	 
	 	By:	/s/ Antje Focke
	 	 	Name: Antje Focke
	 	 	Title: Executive Director



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender
	 	 
	 	 
	 	By:	/s/ Michael N. Tam
	 	 	Name: Michael N. Tam
	 	 	Title: Authorized Officer



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
	 	 
	 	 
	 	By:	/s/ Troy Pierce
	 	 	Name: Troy Pierce
	 	 	Title: Vice President



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	PNC BANK, CANADA BRANCH, as a Lender to BWXT Canada Ltd.
	 	 
	 	 
	 	By:	/s/ David T. Olsen
	 	 	Name: David T. Olsen
	 	 	Title: Principal Officer and Regional President – Canada



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	TD BANK, N.A., as a Lender and L/C Issuer
	 	 
	 	 
	 	By:	/s/ Craig Welch
	 	 	Name: Craig Welch
	 	 	Title: Senior Vice President



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By:	/s/ Jon Lindvall
	 	 	Name: Jon Lindvall
	 	 	Title: Senior Vice President



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 
	 	 
	 	By:	/s/ Jack Kuhns
	 	 	Name: Jack Kuhns
	 	 	Title: Authorized Signatory



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	BNP PARIBAS, as a Lender and L/C Issuer
	 	 
	 	 
	 	By:	/s/ P. Nicholas Rogers
	 	 	Name: Nicholas Rogers
	 	 	Title: Managing Director
	 	 	 
	 	By:	 /s/ Liz Cheng
	 	 	Name: Liz Cheng
	 	 	Title: Vice President









 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	TRUIST BANK, formally known as BRANCH BANKING & TRUST COMPANY, as a Lender
	 	 
	 	 
	 	By:	/s/ Max N. Greer III
	 	 	Name: Max N. Greer III
	 	 	Title: Senior Vice President



 


[Signature Page to
Amendment No. 1]


 






    


     


    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer
	 	 
	 	 
	 	By:	/s/ Dan Laurenzi
	 	 	Name: Dan Laurenzi
	 	 	Title: Director




 


[Signature Page to
Amendment No. 1]





 






    


     


    

 


Annex A


 


	Lender	 	Revolving Credit
 Commitment
	 	 	Applicable
 Revolving Credit
 Percentage
	 	 	Term A
 Commitment
	 	 	Applicable Term

 A
 Percentage
	 	 	CAD Term Loan
 Commitment
	 	 	Applicable CAD Term 

Loan
 Percentage
	 
	Wells Fargo Bank, N.A.	 	$	105,000,000.00	 	 	 	14.000000000	%	 	$	3,906,250.00	 	 	 	7.812500000	%	 	$	31,577,620.97	 	 	 	12.631048387	%
	JP Morgan Chase Bank, N.A. 
  
JPMorgan Chase Bank, N.A., Toronto Branch	 	$	100,000,000.00	 	 	 	13.333333333	%	 	$	3,515,625.00	 	 	 	7.031250000	%	 	$	28,419,858.87	 	 	 	11.367943548	%
	PNC Bank, National Association 
  
PNC Bank, Canada Branch	 	$	100,000,000.00	 	 	 	13.333333333	%	 	$	3,125,000.00	 	 	 	6.250000000	%	 	$	25,262,096.77	 	 	 	10.104838710	%
	TD Bank, N.A.	 	$	100,000,000.00	 	 	 	13.333333333	%	 	 	 	 	 	 	 	 	 	$	28,387,096.77	 	 	 	11.354838710	%
	U.S. Bank National Association	 	$	100,000,000.00	 	 	 	13.333333333	%	 	$	3,125,000.00	 	 	 	6.250000000	%	 	$	25,262,096.77	 	 	 	10.104838710	%
	Morgan Stanley Bank, N.A.	 	$	65,000,000.00	 	 	 	8.666666667	%	 	$	2,148,437.50	 	 	 	4.296875000	%	 	$	17,367,691.53	 	 	 	6.947076613	%
	BNP Paribas	 	$	50,000,000.00	 	 	 	6.666666667	%	 	$	2,148,437.50	 	 	 	4.296875000	%	 	$	17,367,691.53	 	 	 	6.947076613	%
	Regions Bank	 	 	 	 	 	 	 	 	 	$	2,148,437.50	 	 	 	4.296875000	%	 	$	17,367,691.53	 	 	 	6.947076613	%
	The Bank of Nova Scotia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	19,516,129.03	 	 	 	7.806451613	%
	Truist Bank, formally known as Branch Banking & Trust Company	 	$	65,000,000.00	 	 	 	8.666666667	%	 	$	2,148,437.50	 	 	 	4.296875000	%	 	$	17,367,691.53	 	 	 	6.947076613	%
	Citizens Bank, National Association	 	$	65,000,000.00	 	 	 	8.666666667	%	 	$	1,367,187.50	 	 	 	2.734375000	%	 	$	11,052,167.34	 	 	 	4.420866935	%
	KeyBank National Association	 	 	 	 	 	 	 	 	 	$	1,367,187.50	 	 	 	2.734375000	%	 	$	11,052,167.34	 	 	 	4.420866935	%
	Northern Trust	 	 	 	 	 	 	 	 	 	$	25,000,000.00	 	 	 	50.000000000	%	 	 	 	 	 	 	 	 
	TOTAL:
	 	$	750,000,000	 	 	 	100	%	 	$	50,000,000	 	 	 	100	%	 	$	250,000,000	 	 	 	100	%



 






    


     


    

 


Exhibit A


 


[see attached]


 






    


     


    

 


 

 

Exhibit A


 


MARKED VERSION REFLECTING CHANGES


PURSUANT TO AMENDMENT NO. 1 TO CREDIT AGREEMENT


ADDED TEXT SHOWN UNDERSCORED


DELETED TEXT SHOWN STRIKETHROUGH


 





 



 


Published CUSIP Number: 05605KAA1


Revolving Credit CUSIP Number: 05605KAB9


Term A Loan CUSIP Number: 05605KAC7


CAD Term Loan CUSIP Number: 05605KAD5


 


CREDIT AGREEMENT


 


dated as of May 24, 20182018,


 


as
amended by Amendment No. 1, dated as of March 24, 2020, 


 


among


 


BWX TECHNOLOGIES, INC.,


as the Administrative Borrower,


 


BWXT CANADA LTD.,


as the Canadian Borrower,


 


WELLS FARGO BANK, N.A.,


as Administrative Agent,


Swing Line Lender and an L/C Issuer,


 


and


 


The Other Lenders Party Hereto


JPMORGAN
CHASE BANK, N.A., 


PNC
BANK, N.A.,


TD
BANK, N.A., and


U.S.
BANK NATIONAL ASSOCIATION,


as Co-Syndication Agents


 


MORGAN STANLEY SENIOR FUNDING, INC.


BNP PARIBAS SECURITIES CORP.


REGIONS BANK


THE BANK OF NOVA SCOTIA


BRANCH
BANKING AND TRUST COMPANY,TRUIST BANK,


as Co-Documentation Agents


 


CITIZENS BANK OF
PENNSYLVANIA, N.A.,


KEYBANK NATIONAL ASSOCIATION,


as Managing Agents


 


WELLS FARGO SECURITIES, LLC,


JPMORGAN
CHASE BANK, N.A., 


PNC
CAPITAL MARKETS LLC


TD
SECURITIES (USA) LLC, and


U.S.
BANK NATIONAL ASSOCIATION,


as Joint Lead Arrangers and Joint Book Managers


 






     


     


    

 


TABLE OF
CONTENTS


 





	Section	 	Page
	 	 	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	 	 	 
	1.02	Other Interpretive Provisions	4546
	 	 	 
	1.03	Accounting Terms	4647
	 	 	 
	1.04	Rounding	4748
	 	 	 
	1.05	Exchange Rates; Currency Equivalents	4748
	 	 	 
	1.06	Alternative Currencies	48
	 	 	 
	1.07	Times of Day; Rates	4849
	 	 	 
	1.08	Letter of Credit Amounts	4849
	 	 	 
	1.09	Limited Conditionality Transaction	4849
	 	 	 
	1.10	Divisions	50
	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	4950
	 	 
	2.01	Loans	4950
	 	 	 
	2.02	Borrowings, Conversions and Continuations of Loans	5051
	 	 	 
	2.03	Letters of Credit	5253
	 	 	 
	2.04	Swing Line Loans.	62
	 	 	 
	2.05	Prepayments	6465
	 	 	 
	2.06	Termination or Reduction of Revolving Credit Commitments	66
	 	 	 
	2.07	Repayment of Loans	67
	 	 	 
	2.08	Interest	67
	 	 	 
	2.09	Fees.	68
	 	 	 
	2.10	Computation of Interest and Fees	69
	 	 	 
	2.11	Evidence of Debt	6970
	 	 	 
	2.12	Payments Generally; Administrative Agent’s Clawback	70
	 	 	 
	2.13	Sharing of Payments by Lenders	72
	 	 	 
	2.14	Increase in Commitments	7273
	 	 	 
	2.15	Cash Collateral	7576
	 	 	 
	2.16	Defaulting Lenders.	77
	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	79
	 	 
	3.01	Taxes	79




 






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TABLE OF
CONTENTS (continued)


 





	Section	 	Page
	 	 	 
	3.02	Illegality	82
	 	 	 
	3.03	Inability to Determine Rates	83
	 	 	 
	3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	8485
	 	 	 
	3.05	Compensation for Losses	86
	 	 	 
	3.06	Mitigation Obligations; Replacement of Lenders	87
	 	 	 
	3.07	Survival	87
	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	87
	 	 
	4.01	Conditions of Closing Date	87
	 	 	 
	4.02	Conditions to all Credit Extensions	91
	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	91
	 	 
	5.01	Corporate Existence, Compliance with Law	91
	 	 	 
	5.02	Corporate Power; Authorization; Enforceable Obligations	92
	 	 	 
	5.03	Ownership of Borrower; Subsidiaries	93
	 	 	 
	5.04	Financial Statements	93
	 	 	 
	5.05	Material Adverse Change	94
	 	 	 
	5.06	Litigation	94
	 	 	 
	5.07	Taxes	94
	 	 	 
	5.08	Full Disclosure	94
	 	 	 
	5.09	Margin Regulations	94
	 	 	 
	5.10	No Defaults	95
	 	 	 
	5.11	Investment Company Act	95
	 	 	 
	5.12	Use of Proceeds	95
	 	 	 
	5.13	Insurance	95
	 	 	 
	5.14	Labor Matters	95
	 	 	 
	5.15	ERISA/Canadian Pension	95
	 	 	 
	5.16	Environmental Matters	96
	 	 	 
	5.17	Title; Real Property	9796
	 	 	 
	5.18	Security Instruments	98
	 	 	 
	5.19	OFAC	98
	 	 	 
	5.20	Anti-Corruption Laws	9998
	 	 	 
	5.21	EEAAffected Financial Institutions	99




 






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TABLE OF
CONTENTS (continued)


 





	Section	 	Page
	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	99
	 	 
	6.01	Financial Statements	99
	 	 	 
	6.02	Collateral Reporting Requirements	100
	 	 	 
	6.03	Default and certain other Notices	101
	 	 	 
	6.04	Litigation	102101
	 	 	 
	6.05	Labor Relations	102
	 	 	 
	6.06	Tax Returns	102
	 	 	 
	6.07	Insurance	102
	 	 	 
	6.08	ERISA Matters/Canadian Pension	102
	 	 	 
	6.09	Environmental Matters	103
	 	 	 
	6.10	Patriot Act Information	103
	 	 	 
	6.11	Other Information	104
	 	 	 
	6.12	Preservation of Corporate Existence, Etc.	104
	 	 	 
	6.13	Compliance with Laws, Etc.	104
	 	 	 
	6.14	Conduct of Business	104
	 	 	 
	6.15	Payment of Taxes, Etc.	104
	 	 	 
	6.16	Maintenance of Insurance	104
	 	 	 
	6.17	Access	105
	 	 	 
	6.18	Keeping of Books	105
	 	 	 
	6.19	Maintenance of Properties, Etc.	105
	 	 	 
	6.20	Application of Proceeds	105
	 	 	 
	6.21	Environmental	105
	 	 	 
	6.22	Additional Collateral and Guaranties	107
	 	 	 
	6.23	Real Property	109
	 	 	 
	6.24	BWXT Entities	110
	 	 	 
	6.25	Further Assurances	110
	 	 	 
	6.26	Anti-Corruption Laws; Sanctions	111110
	 	 	 
	6.27	Cash Collateralization of Extended Letters of Credit	111
	 	 	 
	6.28	Unrestricted Subsidiaries	111
	 	 	 
	6.29	Post-Closing Covenant	112111
	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	113
	 	 
	7.01	Indebtedness	113




 






    iii


     


    

 


TABLE OF
CONTENTS (continued)


 





	Section	 	Page
	 	 	 
	7.02	Liens	115
	 	 	 
	7.03	Investments	117
	 	 	 
	7.04	Asset Sales	119
	 	 	 
	7.05	Restricted Payments	121120
	 	 	 
	7.06	Fundamental Changes	122121
	 	 	 
	7.07	Change in Nature of Business	122
	 	 	 
	7.08	Transactions with Affiliates	122
	 	 	 
	7.09	[RESERVED]	123
	 	 	 
	7.10	Fiscal Year	123
	 	 	 
	7.11	Use of Proceeds	123
	 	 	 
	7.12	Sale Leasebacks	123
	 	 	 
	7.13	Anti-Corruption Laws	124123
	 	 	 
	7.14	Financial Covenants	124123
	 	 	 
	7.15	BWXT Ownership	124
	 	 	 
	7.16	Sanctions	124
	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	125124
	 	 
	8.01	Events of Default	125124
	 	 	 
	8.02	Remedies Upon Event of Default	126
	 	 	 
	8.03	Application of Funds	127126
	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	128127
	 	 
	9.01	Appointment and Authority	128127
	 	 	 
	9.02	Rights as a Lender	128
	 	 	 
	9.03	Exculpatory Provisions	129128
	 	 	 
	9.04	Reliance by Administrative Agent	130129
	 	 	 
	9.05	Delegation of Duties	130129
	 	 	 
	9.06	Resignation of Administrative Agent	130
	 	 	 
	9.07	Non-Reliance on Administrative Agent and Other Lenders	132131
	 	 	 
	9.08	No Other Duties, Etc.	132131
	 	 	 
	9.09	Administrative Agent May File Proofs of Claim	132131
	 	 	 
	9.10	Collateral and Guaranty Matters	133
	 	 	 
	9.11	Secured Cash Management Agreements and Secured Hedge Agreements	134




 






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TABLE OF
CONTENTS (continued)


 


	Section	 	Page
	 	 	 
	9.12	Withholding Tax	134
	 	 	 
	9.13	Quebec Matters	135134
	 	 	 
	9.14	ERISA Representations. ERISA Matters	135
	 	 	 
	ARTICLE X. MISCELLANEOUS	137
	 	 
	10.01	Amendments, Etc.	137
	 	 	 
	10.02	Notices; Effectiveness; Electronic Communication	139
	 	 	 
	10.03	No Waiver; Cumulative Remedies; Enforcement	141
	 	 	 
	10.04	Expenses; Indemnity; Damage Waiver	142141
	 	 	 
	10.05	Payments Set Aside	144
	 	 	 
	10.06	Successors and Assigns	145144
	 	 	 
	10.07	Treatment of Certain Information; Confidentiality	149
	 	 	 
	10.08	Right of Setoff	150
	 	 	 
	10.09	Interest Rate Limitation	151150
	 	 	 
	10.10	Counterparts; Integration; Effectiveness	152151
	 	 	 
	10.11	Survival of Representations and Warranties	152151
	 	 	 
	10.12	Severability	152151
	 	 	 
	10.13	Replacement of Lenders	152
	 	 	 
	10.14	Governing Law; Jurisdiction; Etc.	153152
	 	 	 
	10.15	Waiver of Jury Trial	154153
	 	 	 
	10.16	No Advisory or Fiduciary Responsibility	154
	 	 	 
	10.17	Electronic Execution of Assignments and Certain Other Documents	155154
	 	 	 
	10.18	Judgment Currency	155154
	 	 	 
	10.19	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	156155
	 	 	 
	10.20	Acknowledgement Regarding Any Supported QFCs.	155
	 	 	 
	SIGNATURES	 	S-1




 






    v


     


    

 


SCHEDULES


 


	1.01(a)	Affiliate Agreements
	1.01(b)	Initial Guarantors
	1.01(c)	Unrestricted Subsidiaries
	2.01	Commitments and Applicable Percentages
	4.01(a)(vi)	Mortgaged Properties
	5.02	Consents
	5.03	Ownership of Subsidiaries
	5.04	Supplement to Financial Statements
	5.06	Litigation
	5.17(b)	Real Property
	7.01	Existing Indebtedness
	7.02	Existing Liens
	7.03	Existing Investments
	10.02	Administrative Agent’s Office; Certain Addresses for Notices




 





EXHIBITS


 


	 	Form of
	 	 
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Term A Note
	C-2	Revolving Credit Note
	C-3	CAD Term Note
	C-4	CAD Revolving Credit Note [Reserved]
	D	Compliance Certificate
	E	Assignment and Assumption
	F-1	Domestic Guaranty
	F-2	Canadian Guaranty
	G-1	Domestic Collateral Agreement
	G-2	Canadian Collateral Agreement
	H	Forms of U.S. Tax Compliance Certificates




 






    vi


     


    

 



 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of May 24, 2018, as amended by Amendment No. 1, dated
as of March 24, 2020, among BWX TECHNOLOGIES, INC., a Delaware corporation (the “Administrative Borrower”),
BWXT Canada Ltd., an Ontario corporation (the “Canadian Borrower” and together with the Administrative Borrower,
collectively, the “Borrower” and each, a “Borrower”), each lender from time to time party
hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK,
N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.


 


The Borrower has requested
that the Lenders provide a term A loan facility and a revolving credit facility, with a swing line sublimit and a letter of credit
sublimit, and the Lenders are willing to do so on the terms and conditions set forth herein.


 


Pursuant
to Amendment No. 1, and upon satisfaction of the conditions set forth therein, the Original Credit Agreement is being amended in
the form of this Agreement.


 


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” means a Person to be acquired, or whose assets are to be acquired, in an Acquisition.


 


“Acquisition”
means, by way of any single transaction or a series of related transactions, the acquisition of all or substantially all of (a)
the assets of an Acquired Entity, (b) the assets constituting what is known to the Borrower to be all or substantially all of the
business of a division, branch or other unit operation of an Acquired Entity, or (c) the Stock and Stock Equivalents (other than
director’s qualifying shares and the like, as may be required by applicable Requirements of Law) of, an Acquired Entity.


 


“Additional
Lender” has the meaning specified in Section 2.14(b).


 


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


 


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


 


“Administrative
Questionnaire” means an administrative questionnaire on file with the Administrative Agent or any other 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 a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Affiliate
Agreements” means, collectively, the agreements listed on Schedule 1.01(a) hereto.


 


“Agent Parties”
has the meaning specified in Section 10.02(c).


 


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


 


“Agreement”
means this Credit Agreement.


 


“Agreement
Currency” has the meaning specified in Section 10.18.


 


“Alternative
Currency” means (a) with respect to any Letter of Credit, those currencies (other than Dollars or
Canadian Dollars) that are approved by the L/C Issuer issuing such Letters of Credit in accordance with Section
1.06,1.06 and
(b) with respect to the CAD Term Facility, Canadian Dollars only and (c) with respect to the Revolving
Credit Facility, Canadian Dollars only.


 


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


 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Revolving Credit Facility and (i)
with respect to L/C Obligations, $200,000,000 and (ii) with respect to the Revolving Credit Loans and Commitments, $250,000,000
on the Closing Date.$200,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Revolving Credit Facility, and, for the avoidance of doubt, shall not
limit or be applicable to the CAD Term Facility (all of which shall be advanced in Canadian Dollars), or any Incremental Increases.


 


“Amendment
No. 1” means Amendment No. 1 to this Agreement, dated as of March 24, 2020, by and among the Loan Parties, the Administrative
Agent and the Revolving Credit Lenders.


 


“Amendment
No. 1 Effective Date” means March 24, 2020.


 


“Anti-Corruption
Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries
from time to time concerning or relating to bribery, corruption, or money laundering including, without limitation, the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and the Corruption of Foreign Public Officials Act (Canada).


 


“Applicable
Percentage” means:


 


(a)
           in respect of the Term A Facility, with respect to any Term A Lender at any time,
the percentage (carried out to the ninth decimal place) of the Term A Facility (without adjustment to the size of the Term A
Facility for any Term A Lender that is at such time a Defaulting Lender) represented by the outstanding principal amount of
such Term A Lender’s Term A Loans at such time;


 






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(b)           in
respect of the CAD Term Facility, with respect to any CAD Term Lender at any time, the percentage (carried out to the ninth decimal
place) of the CAD Term Facility (without adjustment to the size of the CAD Term Facility for any CAD Term Lender that is at such
time a Defaulting Lender) represented by the outstanding principal amount of such CAD Term Lender’s CAD Term Loans at such
time; and


 


(c)
            in respect of the Revolving Credit Facility, with respect to any Revolving
Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility
represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as
provided in Section 2.16.


 


If the Commitment of
each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02 or if the Commitments have expired, then the Applicable Percentage of each Lender in respect of the applicable
Facility shall be determined based on the Applicable Percentage of such Lender in respect of such Facility most recently in effect,
giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set
forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.


 


“Applicable
Rate” means the following percentages per annum in the applicable
table for the relevant Facility, based upon the Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.01(c):


 


	Applicable Rate for Revolving Credit Facility	 
	
        Pricing
        

        Level
	Leverage Ratio	Commitment Fee	
        Eurocurrency

        Rate/

        Financial
        Letter of

        Credit
        Fees
	
        Base

        Rate
	Performance Letter of Credit Fees / Commercial Letter of Credit Fees
	1	Less than 1.25 to 1.00	0.150%	1.000%	0.000%	0.750%
	2	Greater than or equal to 1.25 to 1.00, but less than 2.25 to 1.00	0.175%	1.250%	0.250%	0.825%
	3	Greater than or equal to 2.25 to 1.00, but less than 3.25 to 1.00 	0.200%	1.500%	0.500%	0.900%
	4	Greater than or equal to 3.25 to 1.00	0.225%	1.750%	0.750%	1.050%


 






    -3-


     


    

 


	Applicable Rate for Term Facility	 
	
        Pricing

        Level
	Leverage Ratio	Commitment Fee	
        Eurocurrency

        Rate/

        Financial Letter of

        Credit Fees
	
        Base

        Rate/Canadian Index Rate
	Performance Letter of Credit Fees / Commercial Letter of Credit Fees	 
	1	Less than 1.00 to 1.00	0.150%	1.250%	0.250%	0.750%	 
	2	Greater than or equal to 1.00 to 1.00, but less than 2.00 to 1.00	0.175%	1.375%	0.375%	0.825%	 
	3	Greater than or equal to 2.00 to 1.00, but less than 2.75 to 1.00 	0.225%	1.500%	0.500%	0.900%	 
	4	Greater than or equal to 2.75 to 1.00, but less than 3.50 to 1.00 	0.250%	1.750%	0.750%	1.050%	 
	5	Greater than or equal to 3.50 to 1.00	0.275%	2.000%	1.000%	1.200%	 
	 	 	 	 	 	 	 	 


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided that if a Compliance
Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing
Level 43, in the case
of the Revolving Facility, and Pricing Level 4, in the case of the Term Facility, shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the
date on which such Compliance Certificate is delivered. Notwithstanding the foregoing, the Applicable
Rate in effect from the Closing Date through the date of delivery of the Compliance Certificate for the first full Fiscal Quarter
of the Borrower after the Fiscal Quarter in which the Closing Date occurs shall be determined based upon Pricing Level 2.


 


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


 






    -4-


     


    

 


“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 reasonably determined by the Administrative Agent or the applicable L/C Issuer,
as the case may be, to be reasonably necessary for timely settlement on the relevant date in accordance with normal banking procedures
in such place of settlement.


 


“Appropriate
Lender” means, at any time, (a) with respect to any Term Facility or the Revolving Credit Facility, a Lender that has
a Commitment with respect to such Facility or holds a Term Loan in respect of the applicable Term Facility or a Revolving Credit
Loan, respectively, at such time, (b) with respect to any L/C Issuer Sublimit, (i) the applicable L/C Issuer and (ii) if any Letters
of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line
Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving
Credit Lenders.


 


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


 


“ArrangerArrangers”
means (a) Wells Fargo Securities, LLC, JPMorgan Chase Bank,
N.A., PNC Capital Markets LLC, TD Securities (USA) LLC and U.S. Bank National Association, each in its capacity as a joint lead
arranger and joint book manager. under
the Original Credit Agreement and (b) Wells Fargo Securities, LLC in its capacity as a lead arranger and book manager under Amendment
No. 1.


 


“Asset Sale” has the
meaning specified in Section 7.04.


 


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


 


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


 


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


 


“Available
Amount” means, at any time, the sum of (without duplication) of:


 


(a)           $50,000,000;
plus


 


(b)           if
positive, 50.0% of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period (taken as one accounting
period) beginning on the first day of the Fiscal Quarter in which the Closing Date occurs to the end of the
Administrative Borrower’s most recently ended Fiscal Quarter for which the financial statements and certificates required
by Section 6.01(a) or 6.01(b) have been delivered, or, in the case such Consolidated Net Income for such period is
a deficit, minus 100.0% of such deficit; plus 


 


(c)           100.0%
of the aggregate amount of cash and the Fair Market Value of marketable securities or other property contributed (including from
the proceeds from the issuance or sale of debt securities of the Borrowers or any Restricted Subsidiary that have been converted
into or


 






    -5-


     


    

 


exchanged for common equity capital of any Borrower) to the common equity capital of the Borrowers following the Closing
Date (in each case, other than by a Borrower or a Restricted Subsidiary and other than capital contributed with the proceeds of
a sale of the Stock of a Restricted Subsidiary); plus 


 


(d)           100.0%
of the aggregate amount of net proceeds received by a Borrower or any Restricted Subsidiary during the period from and including
the day immediately following the Closing Date through and including such time in connection with any sale or disposition to any
Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 7.03(s); minus 


 


(e)           usages
of the Available Amount pursuant to Sections 7.03(s) and 7.05(h).


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEAAffected
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).


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate” and (c)
the Eurocurrency Rate determined in accordance with clause (b) of the definition thereof, plus 1.00%;
provided that, notwithstanding the foregoing, in no event shall the Base Rate applicable to the Revolving Credit Loans at any time
be less than 0.00%. The “prime rate” is a rate set by Wells Fargo based upon various factors including Wells
Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by
Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.


 


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


 


“Beneficial
Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” shall mean 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”.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 






    -6-


     


    

 


“Borrower”
has the meaning specified in the introductory paragraphs hereto. References to the Borrower herein shall, as the context may indicate
(including with respect to any particular Loan), mean the applicable Borrower, each Borrower, any Borrower, or all Borrowers.


 


“Borrower
Materials” has the meaning specified in Section 6.01.


 


“Borrower’s
Accountants” means Deloitte & Touche LLP or another firm of independent nationally recognized public accountants.


 


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term 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 Requirements of Law 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 a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking
Day;


 


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


 


(c)           if such day relates to any fundings, disbursements, settlements and payments in respect of CAD Loans, or any other dealings
in Canadian Dollars to be carried out pursuant to this Agreement in respect of any CAD Loans, means any such day on which banks
are open for foreign exchange business in Toronto, Canada; and


 


(d)           if such day relates to any determination of the Spot Rate pursuant to this Agreement, means any such day on which banks
are open for foreign exchange business in the principal financial center of the country of the relevant Alternative Currency for
which the Spot Rate is being determined.


 


“BWXT”
means BWXT Government Group, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of the Administrative Borrower.


 


“BWXT Entities”
means, subject to Section 6.24, collectively or individually, BWXT and each of its Subsidiaries.


 


“CAD Loan”
shall mean a CAD Revolving Credit Loan or a CAD Term Loan.


 


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


 


“CAD
Revolving Credit Facility” means the aggregate principal amount of the CAD Revolving Credit Loans outstanding
at such time. As of the Closing Date, the maximum aggregate principal amount of the CAD Revolving Credit Facility shall equal the
Alternative Currency Sublimit applicable to it. The CAD Revolving Credit Facility is part of, and not in addition to, the Revolving
Credit Facility.


 






    -7-


     


    

 


“CAD
Revolving Credit Loan” has the meaning specified in Section 2.01(b).
 “CAD Revolving Credit Note” means a promissory note made by a Borrower in
favor of a Revolving Credit Lender evidencing CAD Revolving Credit Loans, made by such Revolving Credit Lender, substantially in
the form of Exhibit C-4.


 


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


 


“CAD Term
Commitment” means, as to each CAD Term Lender, its obligation to make a CAD Term Loan in Canadian Dollars to the Canadian
Borrower pursuant to Section 2.01(d) in an aggregate principal amount not to exceed the Alternative Currency Equivalent
of the Dollar amount set forth opposite such CAD Term Lender’s name on Schedule 2.01 under the caption “CAD
Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such CAD Term Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; provided that
in the event any CAD Term Lender is a Defaulting Lender prior to the termination of any unused CAD Term Commitment, nothing herein
shall reallocate such Defaulting Lender’s CAD Term Commitment to any other CAD Term Lender, and any calculation of the “Applicable
Percentage” of any CAD Term Borrowing or the size of the CAD Term Facility shall be made without reduction for the CAD Term
Commitment of such Defaulting Lender.


 


“CAD Term
Facility” means the aggregate principal amount of the CAD Term Loans of all CAD Term Lenders outstanding at such time.
As of the Closing Date, the maximum aggregate principal amount of the CAD Term Facility shall equal the Alternative Currency Equivalent
of $250,000,000, which shall, for the avoidance of doubt, be made in Canadian Dollars.


 


“CAD Term
Lender” means, at any time, any Lender that has any unused CAD Term Commitment or that holds CAD Term Loans at such time.


 


“CAD Term
Loan” means an advance made by any CAD Term Lender under the CAD Term Facility in Canadian Dollars.


 


“CAD Term
Note” means a promissory note made by the Canadian Borrower in favor of a CAD Term Lender evidencing the CAD Term Loan
made by such CAD Term Lender, substantially in the form of Exhibit C-3.


 


“Cambridge
Property” has the meaning specified in Section 6.29(a).


 


“Canadian
Borrower” means BWXT Canada Ltd., an Ontario corporation and a Wholly-Owned Subsidiary of the Administrative Borrower.


 


“Canadian
Collateral Agreement” means the Canadian Pledge and Security Agreement dated as of the Closing Date substantially in
the form of Exhibit G-2 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time)
by each Loan Party from time to time party thereto and the Administrative Agent for the benefit of the Secured Parties; provided
that, (i) subject to Section 6.24, no BWXT Entity shall be party to the Canadian Collateral Agreement and (ii) no Collateral
of a Canadian Guarantor will secure the U.S. Obligations.


 


“Canadian
Defined Benefit Pension Plan” means any Canadian Pension Plan which contains a “defined benefit provision”
as defined in subsection 147.1(1) of the Income Tax Act (Canada).


 






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“Canadian
Dollars” and “CAD” mean the lawful currency of Canada.


 


“Canadian
Facility Termination” means the payment in full of all CAD Loans and all other Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x)
as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has
not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank that such amounts are then
due and payable) of the Canadian Loan Parties.


 


“Canadian
Guarantors” means, collectively, each (i) Wholly-Owned Canadian Subsidiary of the Administrative Borrower listed on Schedule
1.01(b) hereto and (ii) each other Person that is or becomes a party to the Canadian Guaranty (including by execution of a
Joinder Agreement pursuant to Section 6.22); provided, that no Excluded Subsidiary shall be a Canadian Guarantor.
The Canadian Guarantors will not guaranty the U.S. Obligations.


 


“Canadian
Guaranty” means the Canadian Guaranty Agreement dated as of the Closing Date (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time) made by the Canadian Borrower (other than with respect to its own obligations)
and by the Canadian Guarantors in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the
form of Exhibit F-2, and any Joinder Agreement with respect thereto.


 


“Canadian
Index Rate” means, for any day, a rate per annum equal to the highest of (a) the most recent annual rate of interest
quoted from time to time in the “Report on Business” section of The Globe and Mail as being “Canadian
prime”, “chartered bank prime rate” or words of similar description or, if such rate is no longer quoted therein,
any similar rate quoted therein (as determined by Administrative Agent), and (b) the Eurocurrency Rate for loans denominated in
Canadian Dollars in respect of an Interest Period of thirty (30) days plus 1.00% per annum. Any change in any interest rate provided
for in this Agreement based upon the Canadian Index Rate shall take effect at the time of such change in the Canadian Index Rate.
No adjustments shall be made to account for the difference between the number of days in a year on which the rates referred to
in this definition are based and the number of days in a year on the basis of which interest is calculated in this Agreement.


 


“Canadian
Index Rate Loan” means a Loan denominated in Canadian Dollars that bears interest based on the Canadian Index Rate.


 


“Canadian
Insolvency Laws” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement
Act (Canada), the Winding-Up and Restructuring Act (Canada), and the provisions of applicable Canadian corporate statutes which
enable a Person to obtain a stay or a compromise of the claims of its creditors against it, each as now and hereafter in effect,
any successors to such statutes and any other applicable insolvency or other similar law in any relevant jurisdiction.


 


“Canadian
Loan Party” means the Canadian Borrower and the Canadian Guarantors.


 


“Canadian
Pension Event” shall mean (a) the termination in whole or in part of any Canadian Defined Benefit Pension Plan, (b) the
occurrence of an event under the Income Tax Act (Canada) that could reasonably be expected to negatively affect the registered
status of any Canadian Defined Benefit Pension Plan, (c) the receipt by any Loan Party of any order or notice of intention to issue
an order from the applicable pension standards regulator that could reasonably be expected to negatively affect the registered
status or cause the termination (in whole or in part) of any Canadian Defined Benefit Pension Plan, (d) the receipt of notice by
the administrator or the funding agent of any failure to remit contributions to a Canadian Pension Plan by the applicable Loan
Party (e) the merger of a Canadian Pension Plan, of which a Loan Party is the administrator or plan sponsor, with another pension
plan, that contains a defined benefit provision and has at any time been funded by a trust or (f) the receipt by any Loan Party
of notice of any


 






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other event or condition with respect to a Canadian Pension Plan that could reasonably be expected to result in
the imposition of a material liability of any Loan Party.


 


“Canadian
Pension Plan” means a pension plan that is a “registered pension plan” (as defined in the Income Tax Act
(Canada)) or that is required to be registered under, or is subject to, the Pension Benefits Act (Ontario) or other Canadian federal
or provincial law with respect to pension benefits standards and that is maintained or contributed to by a Loan Party or any of
its Subsidiaries for its Canadian employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension
Plan as maintained by the Government of Canada or the Province of Quebec, respectively.


 


“Canadian
Sanctions Laws” means the laws of Canada imposing any economic, trade or financial sanctions or trade embargoes including,
without limitation, the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt
Foreign Officials Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada) and the
Criminal Code (Canada) and, in each case, the regulations promulgated thereunder including, without limitation, the United Nations
Al-Qaida and Taliban Regulations and the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism.


 


“Canadian
Subsidiary” means any Restricted Subsidiary that is organized under the laws of Canada or any province or territory thereof.


 


“Capital Lease”
means, with respect to any Person, any lease of (or other arrangement conveying the right to use) property by such Person as lessee
that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP.


 


“Capital Lease
Obligations” means, with respect to any Person, the capitalized amount of all obligations of such Person or any of its
Subsidiaries under Capital Leases, as determined on a consolidated basis in conformity with GAAP.


 


“Captive Insurance
Subsidiaries” means, collectively or individually as of any date of determination, those regulated Subsidiaries of the
Borrower primarily engaged in the business of providing insurance and insurance-related services to the Borrower, its other Subsidiaries
and certain other Persons.


 


“Cash Collateralize”
means to pledge and deposit with or deliver directly to an L/C Issuer or to the Administrative Agent, for the benefit of the Administrative
Agent, any L/C Issuer or any Lender (including the Swing Line Lender), as the context may indicate, as collateral for L/C Obligations,
Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the
context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral
shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory
to (a) the Administrative Agent (but only if the Administrative Agent is a party to such Cash Collateral arrangement) and (b) the
applicable L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Collateralized
Letter of Credit” has the meaning specified in Section 2.03(o).


 


“Cash Equivalents”
means (a) securities issued or fully guaranteed or insured by the United States government or any agency thereof, (b) certificates
of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of (i) any commercial bank organized
under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or any branch or agency of
any of the foregoing, in each case if such bank has a minimum rating at the time of investment of A-3 by S&P or P-3 by Moody’s,
or (ii) any Lender or any branch or agency of any Lender, (c) commercial paper, (d) municipal issued debt securities, including
notes and bonds, (e) (i) shares of any money market fund that has net assets of not less than $500,000,000 and satisfies the requirements
of rule 2a-7 under the Investment Company


 






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Act of 1940 and (ii) shares of any offshore money market fund that has net assets of
not less than $500,000,000 and a $1 net asset mandate, (f) fully collateralized repurchase agreements, (g) demand deposit accounts
and (h) obligations issued or guaranteed by the government or by a governmental agency of Canada, Japan, Australia, Switzerland
or a country belonging to the European Union; provided, however, that (i) all obligations of the type specified in
clauses (c) or (d) above shall have a minimum rating of A-1 or AAA by S&P or P-1 or Aaa by Moody’s, in each case at the
time of acquisition thereof, (ii) the country credit rating of any country issuing or guaranteeing (or whose governmental agency
issues or guarantees) any obligation of the type specified in clause (h) above shall be AA or higher by S&P or an equivalent
rating or higher by another generally recognized rating agency providing country credit ratings and (iii) the maturities of all
obligations of the type described in clause (b) or (h) above shall not exceed one year from the date of acquisition thereof.


 


“Cash Interest
Expense” means, with respect to any Person for any period, the Interest Expense of such Person for such period less,
to the extent included in the calculation of Interest Expense of such Person for such period, (a) the amount of debt discount and
debt issuance costs amortized, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Financial
Covenant Debt and (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness.


 


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit
or debit card, electronic funds transfer, accounts receivable and other cash management arrangements in the ordinary course of
business of the Borrower and its Subsidiaries, but excluding any such agreement providing for overdraft services or financing that
may remain outstanding for more than three Business Days.


 


“Cash Management
Bank” means (a) any Person that, at the time it enters into a Cash Management Agreement, is the Administrative Agent
or a Lender or an Affiliate of the Administrative Agent or of a Lender, in its capacity as a party to such Cash Management Agreement,
(b) with respect to any Cash Management Agreement that is existing on the Closing Date, a Person that is a lender or an Affiliate
of a lender under the Existing Credit Agreement immediately prior to the termination thereof on the Closing Date and (c) any Person
that is a party to a Cash Management Agreement at the time it or its relevant Affiliate becomes the Administrative Agent or a Lender
(whether on the Closing Date or at a later date pursuant to Section 10.06), in its capacity as a party to such Cash Management
Agreement, in each case of (a), (b) or (c), that has provided written notice of such Cash Management Agreement to the Administrative
Agent, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash
Management Bank. Each Cash Management Bank not a party to this Agreement that has given the notice contemplated by the preceding
sentence shall, by such notice, be deemed to have acknowledged and (i) accepted the appointment of the Administrative Agent pursuant
to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto and (ii) agreed
to be bound by the provisions of that certain Collection Allocation Mechanism Agreement, dated as of the date hereof (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time) by and among the Administrative Agent and
the Lenders from time to time party thereto.


 


“CFC”
means, solely with respect to Loans made to the Administrative Borrower, any Subsidiary of the Administrative Borrower that is
a controlled foreign corporation within the meaning of Section 957 of the Code.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything


 






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herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


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


 


(a)           any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding (i) 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 and (ii) underwriters in the course of their distribution
of Voting Stock in an underwritten registered public offering provided such underwriters shall not hold such Stock for longer than
five Business Days) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934), directly or indirectly, of more than 30% of the equity securities of the Administrative Borrower entitled to vote
for members of the board of directors or equivalent governing body of the Administrative Borrower on a fully-diluted basis; or


 


(b)           during
any period of twelve consecutive calendar months, a majority of the members of the board of directors or other equivalent governing
body of the Administrative Borrower 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) a nominating or similar committee of the Administrative Borrower, or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i)
and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing
body.


 


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


 


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


 


“Collateral”
means, collectively, the “Collateral” as defined in any Security Instrument, the Pledged Equity Interests and all other
personal and real property of the Borrower, any Guarantor or any other Person in which the Administrative Agent or any Secured
Party is granted a Lien under any Security Instrument as security for all or any portion of the Obligations or any other obligation
arising under any Loan Document; provided that, subject to Section 6.24, the Collateral shall not include assets,
property and Stock and/or Stock Equivalents of the BWXT Entities.


 


“Collateral
Agreements” means, collectively, the Canadian Collateral Agreement and the Domestic Collateral Agreement.


 


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


 


“Committed
Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from
one Type to the other (in the case of Loans denominated in Dollars), or (d) a continuation of Eurocurrency Rate Loans, pursuant
to Section 2.02(a), which shall be


 






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substantially in the form of Exhibit A or such other form as may be approved by
the Administrative Agent (including any form on an electronic platform or electronic transmission system, as shall be approved
by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


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


 


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


 


“Consolidated
Net Income” means, for any period, the net income (or loss) of the Administrative Borrower and its Restricted Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Total Assets” means, as of any date of determination, the consolidated total assets of the Borrower and its Subsidiaries
as of such date, determined in accordance with GAAP.


 


“Consortium”
means any joint venture, consortium or other similar arrangement that is not a separate legal entity entered into by the Borrower
or any of its Subsidiaries and one or more third parties, provided that no Loan Party shall, whether pursuant to the Constituent
Documents of such joint venture or otherwise, be under any Contractual Obligation to make Investments or incur Guaranty Obligations
after the Closing Date, or, if later, at the time of, or at any time after, the initial formation of such joint venture, consortium
or similar arrangement that would be in violation of any provision of this Agreement.


 


“Constituent
Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate
of formation (or the equivalent organizational documents) of such Person and (b) the bylaws, partnership agreement or operating
agreement (or the equivalent governing documents) of such Person.


 


“Contaminant”
means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum
or petroleum derived substance or waste, asbestos and polychlorinated biphenyls.


 


“Contractual
Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by
such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding
the Loan Documents) 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.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


 


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


 


“Customary
Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of secured Indebtedness the
Liens on the Collateral securing which are intended to rank equal


 






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in priority to the Liens on the Collateral securing the Obligations
(but without regard to the control of remedies), a customary intercreditor agreement in form and substance reasonably acceptable
to the Administrative Agent and the Administrative Borrower, which agreement shall provide that the Liens on the Collateral securing
such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the
control of remedies) and (b) to the extent executed in connection with the incurrence of secured Indebtedness the Liens on the
Collateral securing which are intended to rank junior to the Liens on the Collateral securing the Obligations, a customary intercreditor
agreement in form and substance reasonably acceptable to the Administrative Agent and the Administrative Borrower, which agreement
shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral securing
the Obligations.


 


“Customary
Permitted Liens” means, with respect to any Person, any of the following Liens:


 


(a)           Liens
with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested
in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being
maintained to the extent required by GAAP and, in the case of Mortgaged Property, there is no material risk of forfeiture of such
property;


 


(b)           Liens
of landlords arising by statute or lease contracts entered into in the ordinary course, inchoate, statutory or construction liens
and liens of suppliers, mechanics, carriers, materialmen, warehousemen, producers, operators or workmen and other liens imposed
by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required
by GAAP;


 


(c)           liens,
pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
or other types of social security benefits, taxes, assessments, statutory obligations or other similar charges or to secure the
performance of bids, tenders, sales, leases, contracts (other than for the repayment of borrowed money) or in connection with bid,
surety, stay, appeal, customs or performance bonds, performance and completion guarantees, or other similar instruments (including
those to secure health, safety and environmental obligations);


 


(d)           encumbrances
arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building
restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property which,
in the aggregate, do not materially detract from the value of such Real Property and not materially interfering with the ordinary
conduct of the business conducted at such Real Property;


 


(e)           encumbrances
arising under leases or subleases of Real Property that do not, individually or in the aggregate, materially detract from the value
of such Real Property or materially interfere with the ordinary conduct of the business conducted at such Real Property;


 


(f)            financing
statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of
such Person’s business;


 


(g)           liens,
pledges or deposits relating to escrows established in connection with the purchase or sale of property otherwise permitted hereunder
and the amounts secured thereby shall not exceed the aggregate consideration in connection with such purchase or sale (whether
established for an adjustment in purchase price or liabilities, to secure indemnities, or otherwise);


 






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(h)       bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by the Borrower or a Restricted Subsidiary, in each case granted in the ordinary course of business in
favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless
such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly)
the repayment of any Indebtedness;


 


(i)             liens
that are contractual rights of set-off relating to purchase orders and other similar agreements entered into in the ordinary course
of business;


 


(j)             options,
put and call arrangements, rights of first refusal and similar rights (i) relating to Investments in Subsidiaries, Joint Ventures
and Consortiums or (ii) provided for in contracts or agreements entered into in the ordinary course of business;


 


(k)            liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower
or any Restricted Subsidiary not prohibited by this Agreement; and


 


(l)             liens
on cash or Cash Equivalents deposited with the applicable representative of the holder of the applicable Indebtedness pending application
of such cash or Cash Equivalents to the defeasance, discharge or redemption of such Indebtedness.


 


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


 


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


 


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


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“Defaulting
Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its
Loans within three Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any
other Lender any other amount required to be paid by it hereunder (including in respect of


 






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its participation in Letters of Credit
or Swing Line Loans) within three Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent,
any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or
has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to
fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or
the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding
obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company
that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) become the subject of a Bail-In Action or (iii)
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; 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 2.16(b)) as of the date established therefor by the
Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower,
each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.


 


“Designated
Jurisdiction” means a country or territory which is the subject of any comprehensive Sanctions. As of the date of this
Agreement, the Designated Jurisdictions are Cuba, Iran, North Korea, Syria and Crimea.


 


“Disqualified
Stock” means with respect to any Person, any Stock that, by its terms (or by the terms of any Security into which it
is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is exchangeable for Indebtedness of such Person, or is redeemable at the option of
the holder thereof, in whole or in part, on or prior to the Maturity Date.


 


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


 


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


 


“Domestic
Collateral Agreement” means the U.S. Pledge and Security Agreement dated as of the Closing Date substantially in the
form of Exhibit G-1 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) by
the Administrative Borrower, the Domestic Guarantors from time to time party thereto and the Administrative Agent for the benefit
of the Secured


 






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Parties; provided that, subject to Section 6.24, no BWXT Entity shall be party to the Domestic Collateral
Agreement.


 


“Domestic
Guarantors” means, collectively, each (i) Wholly-Owned Domestic Subsidiary of the Administrative Borrower listed on Schedule
1.01(b) hereto, and (ii) each other Person that is or becomes a party to the Domestic Guaranty (including by execution of a
Joinder Agreement pursuant to Section 6.22); provided, that no Excluded Subsidiary shall be a Domestic Guarantor.


 


“Domestic
Guaranty” means the U.S. Guaranty Agreement dated as of the Closing Date substantially in the form of Exhibit F-1
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time) made by the Administrative Borrower
(other than with respect to its own obligations) and by the Domestic Guarantors in favor of the Administrative Agent for the benefit
of the Secured Parties and any Joinder Agreement with respect thereto.


 


“Domestic
Loan Party” means the Administrative Borrower and the Domestic Guarantors.


 


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


 


“EBITDA”
means, for any period,


 


		(a)	Consolidated Net Income for such period;



 


plus


 


		(b)	the sum of, in each case to the extent deducted in the
calculation of such Consolidated Net Income but without duplication,



 


(i)            any
provision for taxes based on income or profits or capital gains, including, without limitation, U.S. federal, state, non-U.S.,
franchise, excise, value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period,
including any penalties and interest relating to such taxes or arising from any tax examinations deducted (and not added back)
in computing Consolidated Net Income,


 


(ii)           Interest
Expense,


 


(iii)          depreciation
expense,


 


(iv)          amortization
of intangibles or financing or acquisition costs (including debt discounts, debt issuance costs, commissions, expenses and fees,
in each case, whether or not deferred),


 


(v)           any
aggregate net loss from the sale, exchange or other disposition of business units by the Borrower or its Subsidiaries,


 


(vi)          any
one-time expenses or charges (other than depreciation or amortization expense) related to this Agreement,


 


(vii)         all
other non-cash charges (including impairment of intangible assets and goodwill) and non-cash losses for such period (excluding
any non-cash item to the extent it represents an accrual of, or reserve for, cash disbursements for any period ending prior to
the Maturity Date), and


 


(viii)        any
fees, expenses, charges or losses (other than depreciation or amortization expense) related to any issuance of equity interests,
Investments, acquisition, disposition, recapitalization or the incurrence of Indebtedness (including a refinancing thereof), in
each case,


 






    -17-


     


    

 


permitted under this Agreement (in each case, whether or not successful), including (i) such fees, expenses or charges
related to the transactions contemplated by the Loan Documents and/or the offering of the Senior Notes and (ii) any amendments
or other modification of the Loan Documents or related other Indebtedness permitted to be incurred hereunder;


 


provided
that, to the extent that all or any portion of the income or gains of any Person is deducted pursuant to any of clauses (c)(iv)
and (v) below for a given period, any amounts set forth in any of the preceding clauses (b)(i) through (b)(viii) that are attributable
to such Person shall not be included for purposes of this clause (b) for such period,


 


minus


 


		(c)	the sum of, in each case to the extent included in the
calculation of such Consolidated Net Income but without duplication,



 


(i)            any
credit for income tax,


 


(ii)           non-cash
interest income,


 


(iii)          any
other non-cash gains or other items which have been added in determining Consolidated Net Income (other than any such gain or other
item that has been deducted in determining EBITDA for a prior period),


 


(iv)          the
income of any Restricted Subsidiary or Joint Venture to the extent that the declaration or payment of dividends or similar distributions
or transfers or loans by such Restricted Subsidiary or Joint Venture, as applicable, of that income is not at the time permitted
by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation
applicable to such Restricted Subsidiary or Joint Venture, as applicable,


 


(v)           the
income of any Person (other than a Restricted Subsidiary) in which any other Person (other than the Borrower or a Wholly-Owned
Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has an interest or of an Unrestricted
Subsidiary, except to the extent of the amount of dividends or other distributions or transfers or loans actually paid to the Borrower
or a Wholly-Owned Restricted Subsidiary by such Person during such period, and


 


(vi)          any
aggregate net gains from the sale, exchange or other disposition of business units by the Borrower or any of its Subsidiaries out
of the ordinary course of business.


 


For any period of measurement that includes any Permitted Acquisition
or any sale, exchange or disposition of any Restricted Subsidiary or business unit of the Borrower or any Restricted Subsidiary,
EBITDA (and the relevant elements thereof) shall be computed on a pro forma basis for each such transaction as if it occurred
on the first day of the period of measurement thereof (including adding to EBITDA the amount of any expected (net of actual) cost
savings, operating expense reductions, restructuring and/or integration charges and expenses, business optimization costs, cost
savings synergies and other items that would be permitted to be included in financial statements prepared in accordance with Regulation
S-X under the Securities Act during such period), so long as the Administrative Borrower provides to the Administrative Agent reconciliations
and other reasonably detailed information relating to adjustments to the relevant financial statements (including, to the extent
available and permitted to be distributed by the Administrative Borrower, copies of financial statements of the acquired Person
or assets in any Permitted Acquisition) used in computing EBITDA (and the relevant elements thereof) sufficient to reasonably demonstrate
such pro forma calculations.


 


“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


 






    -18-


     


    

 


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


 


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


 


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


 


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


 


“Eligible
Line of Business” means the businesses and activities engaged in by the Borrower and its Subsidiaries on the Closing
Date, any other businesses or activities reasonably related or incidental thereto and any other businesses that, when taken together
with the existing businesses of the Borrower and its Subsidiaries, are immaterial with respect to the assets and liabilities of
the Borrower and its Subsidiaries, taken as a whole.


 


“Employee
Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained
or contributed to by, or required to be contributed to by, the Borrower, any of its Subsidiaries, any Guarantor or any of their
respective ERISA Affiliates or was sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower,
any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with respect to liabilities for which the Borrower,
any such Restricted Subsidiary, any such Guarantor or any of their respective ERISA Affiliates could be liable under the Code or
ERISA.


 


“Environmental
Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to
time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.);
the Hazardous Material Transportation Act, as amended (49 U.S.C. § 1801 et seq.); the Federal Insecticide, Fungicide,
and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42
U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C. § 2601 et seq.); the Clean
Air Act, as amended (42 U.S.C. § 7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. §
1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking
Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents.


 


“Environmental
Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements
and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions
and interest incurred as a result of any claim or demand by any other Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute and arising under any Environmental Law, Permit, order or agreement with
any Governmental Authority or other Person, in each case relating to and resulting from the past, present or future operations
of, or ownership of property by, such Person or any of its Subsidiaries.


 






    -19-


     


    

 


“Environmental
Lien” means any Lien in favor of any Governmental Authority pursuant to any Environmental Law.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control or treated as a single employer with the Borrower,
any of its Subsidiaries or any Guarantor within the meaning of Section 414(b), (c), (m) or (o) of the Code. Any former ERISA Affiliate
of the Borrower, any of its Subsidiaries or any Guarantor shall continue to be considered an ERISA Affiliate of the Borrower, such
Restricted Subsidiary or such Guarantor within the meaning of this definition solely with respect to the period such entity was
an ERISA Affiliate of the Borrower, such Restricted Subsidiary or such Guarantor and with respect to liabilities arising after
such period for which the Borrower, such Restricted Subsidiary or such Guarantor could be liable under the Code or ERISA.


 


“ERISA Event”
means (a) a reportable event described in Section 4043(b) or 4043(c) of ERISA or the regulations issued thereunder with respect
to a Title IV Plan, (b) the withdrawal of the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate from a Title
IV Plan subject to Section 4063 or Section 4064 of ERISA during a plan year in which any such entity was a “substantial employer”
(as defined in Section 4001(a)(2) of ERISA) or the termination of any such Title IV Plan, (c) the “complete or partial withdrawal”
(within the meaning of Sections 4203 or 4205 of ERISA) of the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate
from any Multiemployer Plan, (d) notice of reorganization, insolvency, intent to terminate or termination of a Multiemployer Plan
or notice that a Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section
432 of the Code or Section 305 of ERISA) is received by the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate,
(e) the filing of a notice of intent to terminate a Title IV Plan under Section 4041(c) of ERISA or the treatment of a plan amendment
as a termination under Section 4041(e) of ERISA, where such termination constitutes a “distress termination” under
Section 4041(c) of ERISA, (f) the institution of proceedings to terminate a Title IV Plan by the PBGC, (g) the failure to make
any required contribution to a Title IV Plan or Multiemployer Plan or to meet the minimum funding standard of Sections 430 or 431
of the Code (in either case, whether or not waived), (h) the imposition of a Lien with respect to any “employee pension benefit
plan” (within the meaning of Section 3(2) of ERISA) under the provisions of the Code that relate to such plans or ERISA on
the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate, (i) any other event or condition that might reasonably
be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Title IV Plan or Multiemployer Plan or the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, (j) the imposition of liability on the Borrower, any of its Subsidiaries, any
Guarantor or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application
of Section 4212(c) of ERISA, (k) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition
on the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates of fines, penalties, taxes
or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect
of any employee pension benefit plan, or (l) receipt from the IRS of notice of the failure of any employee pension benefit plan
that is intended to be qualified under Section 401(a) of the Code so to qualify under Section 401(a) of the Code, or the failure
of any trust forming part of any such employee pension benefit plan to qualify for exemption from taxation under Section 501(a)
of the Code.


 


“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.


 






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“Eurocurrency
Rate” means:


 


(a)            for
any Interest Period with respect to a Eurocurrency Rate Loan


 


(i)              denominated
in Dollars, the rate per annum equal to (x) the London Interbank Offered Rate (“LIBOR”), as published by Bloomberg
(or other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time
to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (y) if
such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate
at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount
of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered
by Wells Fargo’s London Branch to major banks in the London interbank eurodollar market at their request at approximately
11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period;


 


(ii)             denominated
in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate or a comparable or successor rate which rate
is approved by the Administrative Agent, as published on the applicable Reuters Screen CDOR page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto,
Ontario time) on the date that is two Business Days prior to the commencement of the relevant Interest Period (or such other day
as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative
Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such
other day as otherwise reasonably determined by the Administrative Agent) with a term equivalent to such Interest Period; and


 


(b)          for
any interest calculation of the Eurocurrency Rate with respect to a Base Rate Loan on any date, the rate per annum equal to (i)
LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being
delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars
for delivery on the date of determination in Same Day Funds in the approximate amount of the Base Rate Loan being made or maintained
and with a term equal to one month would be offered by Wells Fargo’s London Branch to major banks in the London interbank
eurodollar market at their request at the date and time of determination.


 


Notwithstanding
the foregoing, if the Eurocurrency Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement
(including for purposes of computing the Base Rate pursuant to clause (c) of such definition).


 


“Eurocurrency
Rate Loan” means a Revolving Credit Loan or Term Loan that bears interest at a rate based on clause (a)(i) or (a)(ii)
of the definition of “Eurocurrency Rate”. Subject to Sections 3.02 and 3.03, all Loans denominated in
an Alternative Currency must be Eurocurrency Rate Loans.


 


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


 






    -21-


     


    

 


“Excluded
Subsidiaries” shall mean (i) any Captive Insurance Subsidiary, (ii) any Immaterial Subsidiary, (iii) any Unrestricted
Subsidiary, (iv) any Subsidiary (x) that is prohibited by law, regulation or contractual obligation existing on the Closing Date
or on the date such subsidiary is acquired and not entered into in contemplation of such acquisition from providing a guaranty,
or (y) that would require a governmental (including regulatory) or consent, approval, license or authorization in order to provide
a guaranty, (v) solely with respect to any Loan made to the Administrative Borrower, (x) any Domestic Subsidiary that is a direct
or indirect subsidiary of a Foreign Subsidiary that is a CFC and (y) any Foreign Subsidiary Holdco and (vi) any subsidiary to the
extent that the burden or cost of providing a guaranty outweighs the benefit afforded thereby as reasonably determined by the Administrative
Borrower and the Administrative Agent; provided, however, that (x) no BWXT Entity, (y) no Borrower and (z) no issuer or
guarantor in respect of the Senior Notes shall constitute an Excluded Subsidiary.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined
after giving effect to any “keepwell, support or other agreement” for the benefit of such Guarantor and any and all
guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant
by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under
a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence
of this definition.


 


“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 (in lieu of
net income 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) solely in the case of a Lender or
L/C Issuer making a Loan or issuing a Letter of Credit to the Administrative Borrower, U.S. federal withholding Taxes imposed on
amounts payable to or for the account of such Lender or L/C Issuer (as applicable) 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 or L/C Issuer (as applicable) acquires such
interest in the applicable Loan or Commitment (it being understood that the date on which a Lender or L/C Issuer acquires an interest
in a Loan funded pursuant to a Commitment is the date on which the Lender enters into the applicable Commitment, but the date on
which a Lender or L/C Issuer acquires an interest in a Loan not funded pursuant to the applicable Commitment is the date on which
the Lender acquires an interest in the applicable Loan), other than pursuant to an assignment request by the Borrower under Section
10.13 or (ii) such Lender or L/C Issuer (as applicable) changes its Lending Office, except in each case to the extent that,
pursuant to Section 3.01(b), amounts with respect to such Taxes were payable either to such Lender’s or L/C Issuer’s
(as applicable) assignor immediately before such Lender or L/C Issuer (as applicable) acquired the applicable interest in the applicable
Loan or Commitment or to such Lender or L/C Issuer (as applicable) immediately before it changed its Lending Office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.01(f), (d) any U.S. federal withholding Taxes imposed
pursuant to FATCA and (e) solely with respect to any Loan made to the Canadian Borrower, (i) any Canadian Taxes payable as a result
of a Recipient being a “specified shareholder” (as defined in Section 18(5) of the Income Tax Act (Canada)) of any
Loan Party or a Person that does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with a specified
shareholder of a Loan Party, except where the Recipient is a “specified


 






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shareholder” or does not deal at arm’s
length with a “specified shareholder” as a result of the Recipient having become a party to, received or perfected
a security interest or received or enforced any rights under any Loan Document and (ii) any Canadian Taxes payable as a result
of a Recipient not dealing at arm’s length with a Loan Party, except where the non-arm’s length relationship arises
as a result of the Recipient having become a party to, received or perfected a security interest under or received or enforced
any rights under any Loan Document.


 


“Existing
Credit Agreement” means that certain Credit Agreement, dated as of May 11, 2015 (and as amended by Amendment No. 1 to
Credit Agreement dated as of September 6, 2016) among the Administrative Borrower, the lenders party thereto, Bank of America,
N.A., as administrative agent, and the other parties thereto (as amended through the Closing Date).


 


“Extended
Letter of Credit” has the meaning specified in Section 2.03(a)(ii).


 


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


 


“Fair Market
Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving
distress or necessity of either party as reasonably determined by the Administrative Borrower.


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is 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 as of the date of this Agreement (or any amended or successor
version described above), and any intergovernmental agreements that implement or modify the foregoing (together with any Requirement
of Law implementing such agreements).


 


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


 


“Fee Letters”
means each of the fee letters dated as of April 23, 2018 by and among the Administrative Borrower and certain of the Arrangers
(and/or their affiliate) party thereto.


 


“Financial
Covenant Debt” of any Person means, without duplication, Indebtedness of the type specified in clauses (a), (b), (c),
(d), (e), (f), (g) and (h) of the definition of “Indebtedness”. For the avoidance of doubt, the term “Financial
Covenant Debt” shall not include (a) reimbursement or other obligations with respect to unmatured or undrawn, as applicable,
Performance Guarantees and (b) Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower that is owed to the Borrower
or any Restricted Subsidiary of the Borrower.


 


“Financial
Letter of Credit” means any standby Letter of Credit that is not a Performance Letter of Credit.


 






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“First Lien
Leverage Ratio” means the Leverage Ratio but excluding from the numerator all Indebtedness described in the definition
of “Financial Covenant Debt” other than Indebtedness secured by any Lien on Collateral that is not junior or subordinated
in priority to the Liens on Collateral securing the Obligations.


 


“First-Tier
Foreign Subsidiary” means, solely with respect to any Loan made to the Administrative Borrower, a Foreign Subsidiary
or Foreign Subsidiary Holdco all or any portion of whose Stock is owned directly by the Borrower or a Domestic Subsidiary that
is a Guarantor (other than a BWXT Entity).


 


“Fiscal Quarter”
means the fiscal quarter of the Borrower ending on March 31, June 30, September 30 or December 31 of the applicable calendar year,
as applicable.


 


“Fiscal Year”
means the fiscal year of the Borrower, which is the same as the calendar year.


 


“Foreign Lender”
means a Lender that is not a U.S. Person and has made any Loan to the Administrative Borrower.


 


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


 


“Foreign Subsidiary
Holdco” means, solely with respect to any Loan made to the Administrative Borrower, any direct or indirect Domestic Subsidiary
that has no material assets other than equity of one or more Foreign Subsidiaries that are CFCs or other Foreign Subsidiary Holdcos.


 


“Foreign Subsidiary
Reorganization” means the transfer (whether by Asset Sale, dividend, distribution, contribution, merger or otherwise),
in a series of transactions, of the Stock and Stock Equivalents of certain Foreign Subsidiaries and Investments owned, directly
or indirectly, by the Borrower among the Borrower and its Subsidiaries; provided that:


 


(a)           both
before and after giving effect thereto, no Default shall have occurred and be continuing;


 


(b)           all
of the Stock and Stock Equivalents of such Foreign Subsidiaries and Investments owned, directly or indirectly, by the Borrower
on the Closing Date shall be owned, directly or indirectly, by the Borrower upon the completion thereof (other than any such Stock,
Stock Equivalents or Investments that are retired or replaced);


 


(c)           any
Stock, Stock Equivalents or Investments issued or made in connection therewith, to the extent replacing Stock, Stock Equivalents
or Investments previously owned, directly or indirectly, by the Borrower on the Closing Date shall be owned, directly or indirectly,
by the Borrower upon the completion thereof;


 


(d)           no
Stock or Stock Equivalents of any Foreign Subsidiary or Investments previously owned, directly or indirectly, by the Borrower on
the Closing Date (other than such Stock, Stock Equivalents and Investments owned by the BWXT Entities on the Closing Date) shall
be transferred to the BWXT Entities in connection therewith;


 


(e)           after
giving effect thereto, the Borrower shall be in compliance with Section 6.22 (including, without limitation, by pledging
any Pledged Equity Interests issued by any First-Tier Foreign Subsidiary owned by any Loan Party (other than a BWXT Entity)); and


 






    -24-


     


    

 


(f)            in
connection therewith, no assets owned by any Loan Party that is a party to the Collateral Agreements, other than Stock and Stock
Equivalents of Foreign Subsidiaries, shall be transferred to any Person that is not a Loan Party that is a party to the Collateral
Agreements; provided that the foregoing shall not prohibit Investments otherwise permitted by a provision of Section
7.03 other than Section 7.03(q).


 


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


 


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


 


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


 


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


 


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


 


“Guarantors”
means, collectively, each (i) Canadian Guarantor and (ii) Domestic Guarantor.


 


“Guaranty”
means, collectively, the Domestic Guaranty and the Canadian Guaranty.


 


“Guaranty
Obligation” means, as applied to any Person, without duplication, any direct or indirect liability, contingent or otherwise,
of such Person with respect to any Indebtedness of another Person, if the purpose of such Person in incurring such liability is
to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged, or that any agreement
relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against
loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another
Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment
or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise),
(ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase,
sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Indebtedness or to assure the


 






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holder of such Indebtedness against loss or (v) to supply funds to, or in
any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property
is received or such services are rendered), if (and only if) in the case of any agreement described under clause (b)(i), (ii),
(iii), (iv) or (v) above the primary purpose or intent thereof is to provide assurance to the obligee of Indebtedness of any other
Person that such Indebtedness will be paid or discharged, or that any agreement relating thereto will be complied with, or that
any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty
Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported or, if such amount is not stated
or otherwise determinable, the maximum reasonable anticipated liability in respect thereof as determined by the guaranteeing Person
in good faith. For the avoidance of doubt, the term “Guaranty Obligation” shall not include reimbursement or other
obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.


 


“Hedge Bank”
means (a) any Person that, at the time it enters into a Secured Swap Contract, is the Administrative Agent or a Lender or an Affiliate
of the Administrative Agent or of a Lender, in its capacity as a party to such Secured Swap Contract, (b) with respect to any Secured
Swap Contract that is existing on the Closing Date, a Person that is a lender or an Affiliate of a lender under the Existing Credit
Agreement immediately prior to the termination thereof on the Closing Date and (c) any Person that is a party to a Secured Swap
Contract at the time it or its relevant Affiliate becomes the Administrative Agent or
a Lender (whether on the Closing Date or at a later date pursuant to Section 10.06), in its capacity as a party to such
Secured Swap Contract, in each case of (a), (b) or (c), that has provided written notice of such Secured Swap Contract to the Administrative
Agent, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Hedge
Bank. Each Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by
such notice, be deemed to have acknowledged and (i) accepted the appointment of the Administrative Agent pursuant to the terms
of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto and (ii) agreed to be bound
by the provisions of that certain Collection Allocation Mechanism Agreement, dated as of the date hereof (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time) by and among the Administrative Agent and the Lenders
from time to time party thereto.


 


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


 


“Immaterial
Subsidiary” means any Restricted Subsidiary of the Borrower that, together with its Restricted Subsidiaries, (a) contributed
less than the greater of (x) $5,000,000 and (y) 1.25% of the EBITDA of the Administrative Borrower and its Restricted Subsidiaries
for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required
by Section 6.01(a) or 6.01(b) have been delivered and (b) as of any date of determination has assets with an aggregate
net book value of less than the greater of (x) $5,000,000 and (y) 0.30% of the Consolidated Total Assets of the Administrative
Borrower and its Restricted Subsidiaries.


 


“Impacted
Loans” has the meaning specified in Section 3.03.


 


“Increase
Effective Date” has the meaning specified in Section 2.14(c).


 


“Incremental
Cap” has the meaning specified in Section 2.14(a).


 


“Incremental
Equivalent Debt” means Indebtedness in the form of senior secured notes or loans and/or commitments in respect thereof
issued or incurred in lieu of loans under an Incremental Increase that are pari passu with the Liens on the Collateral securing
the Obligations; provided that (and, in each case, subject to Section 1.09 herein):


 






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(a)           the
aggregate outstanding amount thereof shall not exceed the Incremental Cap (as in effect at the time of determination;


 


(b)           no Default or Event of Default shall exist immediately prior to or after giving effect to such notes;


 


(c)           no
such Incremental Equivalent Debt shall (x) mature earlier than the latest Maturity Date for any Term Facility then in effect or
have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Term Facility other
than with respect to bridge facilities that by its own terms automatically converts into long-term indebtedness that would otherwise
satisfy this clause, or (y) have mandatory prepayment provisions allowing any such Incremental Equivalent Debt to be prepaid on
a greater than pro rata basis than the then in effect Term Facilities hereunder,


 


(d)           such
Incremental Equivalent Debt shall be subject to a Customary Intercreditor Agreement;


 


(e)           immediately
after giving effect to such Incremental Equivalent Debt, as of such date of incurrence, the Administrative Borrower shall be in
pro forma compliance (after giving effect to the incurrence of such Incremental Equivalent Debt and the use of proceeds
thereof) with each of the financial covenants contained in Section 7.14;


 


(f)            no
such Indebtedness may be (x) guaranteed by any Restricted Subsidiary or direct or indirect parent of the Administrative Borrower
which is not a Loan Party or (y) secured by any assets other than the Collateral securing the Obligations hereunder; and


 


(g)           all
other terms and conditions applicable to such Incremental Equivalent Debt, to the extent not consistent with the terms and conditions
applicable to the existing Term Facilities, shall not contain any terms that are more restrictive to the Borrower and its Restricted
Subsidiaries, unless such more restrictive terms shall be added to the Term Facility and Revolving Credit Facility hereunder; provided,
that if such terms have been amended, modified or removed by the requisite lenders or capital providers providing such Incremental
Equivalent Debt, such terms shall be automatically deemed amended, modified or removed in respect of the Term Facility and Revolving
Credit Facility hereunder (or tranche thereof) which shall be in form reasonably satisfactory to the Administrative Agent.


 


“Incremental
Increases” has the meaning specified in Section 2.14(a).


 


“Incremental
Term Loan” has the meaning specified in Section 2.14(a).


 


“Indebtedness”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person
evidenced by promissory notes, bonds, debentures or similar instruments, (c) all matured reimbursement obligations with respect
to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank guarantees, and other similar obligations,
(d) all other obligations with respect to letters of credit, bankers’ acceptances, surety bonds, performance bonds, bank
guarantees and other similar obligations, whether or not matured, other than unmatured or undrawn, as applicable, obligations with
respect to Performance Guarantees, (e) all indebtedness for the deferred purchase price of property or services, other than trade
payables incurred in the ordinary course of business that are not overdue by more than ninety days or are being disputed in good
faith, (f) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement (other
than operating leases) with respect to property acquired by such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale of such property), (g) all Capital Lease Obligations
of such Person, (h) all Guaranty Obligations of such Person, (i) all obligations of such Person to purchase, redeem, retire, defease
or otherwise acquire for value prior to


 






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the date that is 90 days after the Maturity Date any Stock or Stock Equivalents of such
Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary
liquidation preference plus accrued and unpaid dividends, (j) net payments that such Person would have to make in the event of
an early termination as determined on the date Indebtedness of such Person is being determined in respect of Swap Contracts of
such Person and (k) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles)
owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, but limited
to the value of the property owned by such Person securing such Indebtedness. For the avoidance of doubt, the term “Indebtedness”
shall not include reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees.


 


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


 


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


 


“Information”
has the meaning specified in Section 10.07.


 


“Intellectual
Property Security Agreement” has the meaning given to such term in the Collateral Agreements.


 


“Intercompany
Subordinated Debt Payment” means any payment or prepayment, whether required or optional, of principal, interest or other
charges on or with respect to any Subordinated Debt of the Administrative Borrower or any Restricted Subsidiary of the Administrative
Borrower, so long as (a) such Subordinated Debt is owed to the Administrative Borrower or a Restricted Subsidiary of the Administrative
Borrower and (b) no Event of Default under Sections 8.01(a), (b) or (f) shall have occurred and be continuing.


 


“Interest
Coverage Ratio” means, with respect to the Borrower and its Subsidiaries as of any day, the ratio of (a) EBITDA for the
Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for
which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered to (b)
the Cash Interest Expense of the Borrower and its Subsidiaries for the last four full Fiscal Quarters ending on or prior to such
day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered.


 


“Interest
Expense” means, for any Person for any period, total interest expense of such Person and its Subsidiaries for such period,
as determined on a consolidated basis in conformity with GAAP and including, in any event (without duplication for any period or
any amount included in any prior period), (a) net costs under Interest Rate Contracts for such period, (b) any commitment fee (including,
in the case of the Borrower or any of its Subsidiaries, the commitment fees hereunder) accrued, accreted or paid by such Person
during such period, (c) any fees and other obligations (other than reimbursement obligations) with respect to letters of credit
(including, in respect of the Borrower or any of its Subsidiaries, the Letter of Credit Fees) and bankers’ acceptances (whether
or not matured) accrued, accreted or paid by such Person for such period and (d) the fronting fee with respect to each Letter of
Credit. For purposes of the foregoing, interest expense shall (i) be determined after giving effect to any net payments made or
received by the Borrower or any Restricted Subsidiary with respect to interest rate Swap Contracts, (ii) exclude interest expense
accrued, accreted or paid by the Borrower or any Restricted Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary
of the Borrower and (iii) exclude credits to interest expense resulting from capitalization of interest related to amounts that
would be reflected as additions to property, plant or


 






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equipment on a consolidated balance sheet of the Borrower and its Subsidiaries
prepared in conformity with GAAP.


 


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


 


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


 


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


 


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


 


(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.


 


“Interest
Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements
and interest rate insurance.


 


“Inventory”
has the meaning specified in the Collateral Agreements.


 


“Investment”
means, as to any Person, (a) any purchase or similar acquisition by such Person of (i) any Security issued by, (ii) a beneficial
interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such
Person of all or substantially all of the assets of a business conducted by any other Person, or all or substantially all of the
assets constituting what is known to the Borrower to be the business of a division, branch or other unit operation of any other
Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses,
accounts receivable and similar items made or incurred in the ordinary course of business) or capital contribution by such Person
to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person
other than in the ordinary course of its business and (d) any Guaranty Obligation incurred by such Person in respect of Indebtedness
of any other Person. For the avoidance of doubt, the term “Investment” shall not include reimbursement or other obligations
with respect to unmatured or undrawn, as applicable, Performance Guarantees.


 


“IRS”
means the United States Internal Revenue Service.


 






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


 


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


 


“Joinder Agreement”
means a joinder agreement, in form and substance satisfactory to the Administrative Agent, with respect to the Guaranty or any
Security Instrument.


 


“Joint Venture”
means any Person (a) in which the Borrower, directly or indirectly, owns any Stock and Stock Equivalents of such Person and (b)
that is not a Restricted Subsidiary of the Borrower; provided that (i) the Administrative Agent, on behalf of the Secured
Parties, has a valid, perfected, first priority security interest in the Stock and Stock Equivalents in such joint venture owned
directly by any Loan Party (other than a BWXT Entity) except where (x) the Constituent Documents of such joint venture prohibit
such a security interest to be granted to the Administrative Agent or (y) such joint venture has incurred Non-Recourse Indebtedness
the terms of which either (A) require security interests in such Stock and Stock Equivalents to be granted to secure such Non-Recourse
Indebtedness or (B) prohibit such a security interest to be granted to the Administrative Agent, and (ii) no Loan Party shall,
whether pursuant to the Constituent Documents of such joint venture or otherwise, be under any Contractual Obligation to make Investments
or incur Guaranty Obligations after the Closing Date, or, if later, at the time of, or at any time after, the initial formation
of such joint venture, that would be in violation of any provision of this Agreement.


 


“Judgment
Currency” has the meaning specified in Section 10.18.


 


“Landlord
Lien Waiver” means a lien waiver signed by a landlord in such form as is reasonably satisfactory to the Administrative
Agent.


 


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


 


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


 


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


 


“L/C Issuer”
means Wells Fargo, each other Lender that is listed on the signature pages hereto as an “L/C Issuer” and any other
Lender that becomes an L/C Issuer in accordance with Section 2.03(l) hereof, each in its respective capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (whether pursuant to Section 2.03(l),
2.03(m), 9.06, 10.06 or otherwise), but excluding any Lender that resigns or is removed as an L/C Issuer pursuant
to the terms hereof (except to the extent such Person has continuing rights and/or obligations with respect to Letters of Credit
after such resignation or removal). References to the L/C Issuer herein shall, as the context may indicate (including with respect
to any particular Letter of Credit, L/C Credit Extension, L/C Borrowing or L/C Obligations), mean the applicable L/C Issuer, each
L/C Issuer, any L/C Issuer, or all L/C Issuers.


 






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“L/C Issuer
Sublimit” means with respect to each L/C Issuer, such amount as may be separately agreed between such L/C Issuer and
the Borrower from time to time (with specific notice of such amount, and any change thereto, with respect to each L/C Issuer being
promptly communicated to the Administrative Agent); provided that the L/C Issuer Sublimit with respect to any Person that
ceases to be an L/C Issuer for any reason pursuant to the terms hereof shall be $0 (subject to the Letters of Credit of such Person
remaining outstanding in accordance with the provisions hereof).


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. The L/C Obligations of (a) any Lender at any time shall be its Applicable Revolving
Credit Percentage of the total L/C Obligations at such time, and (b) any particular L/C Issuer at any time shall mean the L/C Obligations
allocable to Letters of Credit issued by such L/C Issuer.


 


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


 


“Lender Presentation”
means the Lender Presentation, dated April 24, 2018 in respect of the credit facilities provided under this Agreement.


 


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


 


“Letter of
Credit” means any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation
thereunder, and includes all letters of credit issued under the Existing Credit Agreement that are outstanding on the Closing Date
and issued for the account of a Permitted L/C Party, which shall in each case be deemed to have been issued hereunder by the L/C
Issuer thereof. A Letter of Credit may be a commercial letter of credit or a standby letter of credit, and a standby Letter of
Credit may be a Performance Letter of Credit or a Financial Letter of Credit.


 


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


 


“Letter of
Credit Expiration Date” means the day that is 30 days prior to the Maturity Date then in effect for the Revolving Credit
Facility (or, if such day is not a Business Day, the immediately preceding Business Day).


 


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


 


“Leverage
Ratio” means, with respect to the Borrower and its Restricted Subsidiaries as of any day, the ratio of (a) Financial
Covenant Debt of the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP as of
such day to (b) EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending
on or prior to such day


 






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for which the financial statements and certificates required by Section 6.01(a) or 6.01(b)
have been delivered.


 


“Leverage
Ratio Increase” has the meaning specified in Section 7.14(b).


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other security agreement or preferential arrangement in the
nature of a security interest of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance
of any other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital
Lease and any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any effective
financing statement under the UCC, PPSA or comparable law of any jurisdiction naming the owner of the asset to which such Lien
relates as debtor.


 


“Limited Conditionality Transaction”
means any Acquisition, Investment, Restricted Payment or redemption or repayment of Indebtedness requiring notice in advance of
such redemption or repayment that (a) is not prohibited hereunder, and (b) is not conditioned on: (i) the availability of, or on
obtaining, third-party financing, or (ii) the receipt of proceeds of any Investment,.


 


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


 


“Loan Documents”
means this Agreement, Amendment No. 1, each Note, the Guaranty,
each Security Instrument, each Joinder Agreement, each Committed Loan Notice, each Issuer Document, each Fee Letter, any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.03 or 2.15 of this Agreement
and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of the Administrative Agent,
any Lender or any L/C Issuer in connection with the Loans made, Letters of Credit issued and transactions contemplated by this
Agreement.


 


“Loan Parties”
means, collectively, the Borrowers and the other Domestic Loan Parties and Canadian Loan Parties.


 


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


 


“Material
Acquisition” means a Permitted Acquisition in which the sum of the cash consideration paid (including for the repayment
and retirement of outstanding Indebtedness) plus any Indebtedness assumed equals or exceeds $100,000,000.


 


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


 


“Material
Intellectual Property” has the meaning specified in the Collateral Agreements.


 


“Material
Real Property” means, any parcel of real property located in the United States or Canada and owned by any Loan Party
that has a Fair Market Value in excess of $3,500,000; provided that, upon request of the Borrower, the Administrative Agent
may agree in its sole discretion to exclude from this


 






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definition any parcel of real property (and/or the buildings and contents
therein) that is located in a special flood hazard area as designated by any federal Governmental Authority.


 


“Material
Subsidiary” means, as of any date of determination, any Restricted Subsidiary of the Administrative Borrower that (a)
has assets that represent more than 10% of the consolidated GAAP value of the assets of the Administrative Borrower and its Restricted
Subsidiaries, inclusive of the subject Restricted Subsidiary, as of such date or (b) contributed more than 10% of the EBITDA of
the Administrative Borrower and its Restricted Subsidiaries, inclusive of the subject Restricted Subsidiary, during the most recently-ended
four-quarter period of the Administrative Borrower (taken as a single period), or (c) with respect to any new Person acquired or
created by the Administrative Borrower, (i) would have contributed more than 10% of the EBITDA of the Administrative Borrower and
its Restricted Subsidiaries, inclusive of the subject Restricted Subsidiary, on a pro forma basis as of the last day of
the most recently ended four-quarter period of the Administrative Borrower (taken as a single period) or (ii) held more than 10%
of the consolidated GAAP value of the assets of the Administrative Borrower and its Subsidiaries, inclusive of the subject Restricted
Subsidiary, as of such date, or (d) owns, directly or indirectly, Stock or Stock Equivalents in one or more other Restricted Subsidiaries
of the Administrative Borrower that, when aggregated with such Restricted Subsidiary, (i) contributed more than 10% of the EBITDA
of the Administrative Borrower and its Restricted Subsidiaries, inclusive of the subject Restricted Subsidiary, during the most
recently ended four-quarter period of the Administrative Borrower (taken as single period) or (ii) held more than 10% of the consolidated
GAAP value of the assets of the Administrative Borrower and its Subsidiaries, inclusive of the subject Restricted Subsidiary, as
of such date.


 


“Maturity
Date” means (a) with respect to the Revolving Credit Facility, the fifth anniversary of the ClosingAmendment
No. 1 Effective Date, and (b) with respect to each Term Facility, the fifth anniversary of the Closing Date; provided
that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


“Maximum Rate”
has the meaning specified in Section 10.09(a).


 


“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided
to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure
of each L/C Issuer with respect to Letters of Credit issued by such L/C Issuer and outstanding at such time and (ii) with respect
to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i)
or (a)(ii), an amount equal to 100% of the Outstanding Amount of all LC Obligations.


 


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


 


“Mortgaged
Properties” mean, initially, each parcel of Real Property and the improvements thereto specified on Schedule 4.01(a)(vi),
and shall include each other parcel of Material Real Property and improvements thereto with respect to which a Mortgage is granted
pursuant to Section 6.23.


 


“Mortgagee
Policies” has the meaning specified in Section 4.01(a)(vi)(B).


 


“Mortgages”
mean the fee or leasehold mortgages, deeds of trust, charges or debentures, assignments of leases and rents and other security
documents granting a Lien on any Mortgaged Property to secure the Obligations (or any portion thereof), each in form and substance
reasonably satisfactory to the Administrative Agent, as the same may be amended, supplemented, replaced or otherwise modified from
time to time in accordance with this Agreement.


 






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“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower, any of its Subsidiaries,
any Guarantor or any ERISA Affiliate has any obligation or liability, contingent or otherwise.


 


“Non-Cash
Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary
in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or
collection on such Non-Cash Consideration.


 


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


 


“Non-Recourse
Indebtedness” means Indebtedness of a Joint Venture or Restricted Subsidiary of the Borrower (in each case that is not
a Loan Party) (a) that, if it is incurred by a Restricted Subsidiary of the Borrower, is on terms and conditions reasonably satisfactory
to the Administrative Agent, (b) that is not, in whole or in part, Indebtedness of any Loan Party (and for which no Loan Party
has created, maintained or assumed any Guaranty Obligation) and for which no holder thereof has or could have upon the occurrence
of any contingency, any recourse against any Loan Party or the assets thereof (other than (i) the Stock or Stock Equivalents issued
by the Joint Venture or Restricted Subsidiary that is primarily obligated on such Indebtedness that are owned by a Loan Party and
(ii) a requirement that a Loan Party make an Investment of equity in such Joint Venture in connection with the terms of such Indebtedness),
(c) owing to an unaffiliated third-party (which for the avoidance of doubt does not include the Borrower, any Restricted Subsidiary
thereof, any other Loan Party, any Joint Venture (or owner of any interest therein) and any Affiliate of any of them) and (d) the
source of repayment for which is expressly limited to (i) the assets or cash flows of such Restricted Subsidiary or Joint Venture
and (ii) the Stock and Stock Equivalents of such Restricted Subsidiary or Joint Venture securing such Indebtedness in compliance
with the provisions of clause (b) above.


 


“Note”
means a Term A Note, a CAD Term Note, a Revolving Credit Note or a CAD
Revolving Credit Note, as the context may require.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party (and, with respect to Secured
Cash Management Agreements and Secured Hedge Agreements only, any Restricted Subsidiary of the Borrower) arising under any Loan
Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement,
in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement by or against
any Loan Party (or any Restricted Subsidiary of the Borrower solely with respect to Secured Cash Management Agreements and Secured
Hedge Agreements) of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless
of whether such interest, fees or other amounts are allowed claims or allowable in such proceeding; provided that the Obligations
shall exclude any Excluded Swap Obligations.


 


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


 


“Original
Credit Agreement” means this Agreement as in effect immediately prior to the Amendment No. 1 Effective Date.


 


“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


 






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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 10.13).


 


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


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds
Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, 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 Wells Fargo in the applicable interbank market for such currency to major banks in such interbank market.


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Performance
Guarantee” of any Person means (a) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee
or other similar obligation issued for the account of such Person to support only trade payables or nonfinancial performance obligations
of such Person, (b) any letter of credit, bankers acceptance, surety bond, performance bond, bank guarantee or other similar obligation
issued for the account of such Person to support any letter of credit, bankers acceptance, surety bond, performance bond, bank
guarantee or other similar obligation issued for the account of a Restricted Subsidiary, a Joint Venture or a Consortium of such
Person to support only trade payables or non-financial performance obligations of such Restricted Subsidiary, Joint Venture or
Consortium, and (c) any parent company guarantee or other direct or indirect liability, contingent or otherwise, of such Person
with respect to trade payables or non-financial performance obligations of a Restricted Subsidiary, a Joint Venture or a Consortium
of such Person, if the purpose of such Person in incurring such liability is to provide assurance to the obligee that such contractual
obligation will be performed, or that any agreement relating thereto will be complied with.


 


“Performance
Guarantee Collateral” has the meaning specified in Section 7.02(r).


 






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“Performance
Letter of Credit” means (a) a standby Letter of Credit issued to secure ordinary course performance obligations in connection
with project engineering, procurement, construction, maintenance and other similar projects (including projects about to be commenced)
or bids for prospective project engineering, procurement, construction, maintenance and other similar projects, and (b) a standby
Letter of Credit issued to back a bank guarantee, surety bond, performance bond or other similar obligation in each case issued
to support ordinary course performance obligations in connection with project engineering, procurement, construction, maintenance
and other similar projects (including projects about to be commenced) or bids for prospective project engineering, procurement,
construction, maintenance and other similar projects.


 


“Permit”
means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under any applicable
Requirements of Law.


 


“Permitted
Acquisition” means, the Acquisition of an Acquired Entity; provided that:


 


(a)            such
Acquisition was approved by the board of directors of such Acquired Entity;


 


(b)           the
Acquired Entity shall be in an Eligible Line of Business;


 


(c)           the
Borrower and its Subsidiaries shall comply with Sections 6.22 and 6.23, as applicable, within the time periods set
forth in such Sections;


 


(d)           at
the time of such transaction:


 


(i)            both
before and after giving effect thereto, no Default shall have occurred and be continuing;


 


(ii)           the
Borrower would be in compliance with the Leverage Ratio set forth in Section 7.14(b) as of the last day of the most recently
completed four Fiscal Quarter period ended prior to such transaction for which the financial statements and certificates required
by Section 6.01(a) or 6.01(b) have been delivered, after giving pro forma effect to such transaction and to
any other event occurring after such period as to which pro forma recalculation is appropriate as if such transaction had
occurred as of the first day of such period(assuming, for purposes of pro forma compliance with Section 7.14(b), that the maximum
Leverage Ratio permitted at the time by such Section was in fact 0.25 to 1.00 more restrictive than the Leverage Ratio actually
provided for in such Section at such time); provided that if such Acquisition is a Material Acquisition with respect to
which the Borrower is effectuating a Leverage Ratio Increase, then the Leverage Ratio required to be satisfied pursuant to this
clause (ii) shall be determined as if such Leverage Ratio Increase was in effect as of the last day of the four Fiscal Quarter
period being utilized for such measurement; and


 


(iii)       if
the purchase price for such Acquisition is in excess of $50,000,000, the Borrower shall have delivered (prior to or simultaneously
with the closing of such Acquisition) a certificate of a Responsible Officer, certifying as to the foregoing and containing reasonably
detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; and


 


(e)           if
(i) any Borrower is a party to such transaction, it shall be a surviving entity thereof and shall continue as such Borrower hereunder,
and (ii) if any party to any such transaction is a Guarantor, the surviving entity of such transaction shall either be a Guarantor
or become a Guarantor pursuant to Section 6.22.


 






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“Permitted BWXT Owner”
has the meaning specified in Section 7.15.


 


“Permitted
L/C Party” means (a) the Borrower, (b) any Restricted Subsidiary of the Administrative Borrower (including the Canadian
Borrower), (c) any Joint Venture and (d) any Consortium.


 


“Permitted
Ratio Debt” has the meaning specified in Section 7.01(p).


 


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


 


“Platform”
has the meaning specified in Section 6.01.


 


“Pledged Equity
Interests” has the meaning specified in the Collateral Agreements.


 


“PPSA”
means the Personal Property Security Act (Ontario) (or any successor statute) and the regulations thereunder; provided, however,
if validity, perfection and effect of perfection and non-perfection and opposability of Administrative Agent’s Lien in any
Collateral are governed by the personal property security laws of any Canadian jurisdiction other than Ontario, PPSA shall mean
those personal property security laws (including the Civil Code of Quebec) of such other jurisdiction for the purposes of the provisions
hereof relating to such validity, perfection, and effect of perfection and non-perfection and for the definitions related to such
provisions, as from time to time in effect.


 


“Projections”
means those financial projections prepared by management of the Borrower consisting of balance sheets, income statements and cashflow
statements of the Borrower and its Subsidiaries covering the Fiscal Years ending in 2018 through 2022, inclusive, delivered to
the Administrative Agent by the Borrower.


 


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


 


“Public Lender”
has the meaning specified in Section 6.01.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning specified in Section 10.20.


 


“Rabbi
Trust” means a “rabbi trust” or other similar arrangement established by the Borrower or any of its Subsidiaries
to hold assets in connection with an employee benefit plan or arrangement.


 


“Real Property”
means all Mortgaged Property and all other real property owned or leased from time to time by any Loan Party or any of its Subsidiaries.


 


“Recipient”
means the Administrative Agent, any Lender or any L/C Issuer.


 


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


 


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


 






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“Release”
means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration, in each case, of any Contaminant into the indoor or outdoor environment or into or out of any property owned
by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property and,
in each case, in violation of Environmental Law.


 


“Remedial
Action” means all actions required by any applicable Requirement of Law to (a) clean up, remove, treat or in any other
way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the
further Release so that a Contaminant does not migrate or endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment or (c) perform pre remedial studies and investigations and post remedial monitoring and care.


 


“Removal Effective
Date” has the meaning specified in Section 9.06(b).


 


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


 


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


 


“Required
CAD Term Lenders” means, as of any date of determination, CAD Term Lenders holding more than 50% of the sum of the (a)
aggregate Outstanding Amount of the CAD Term Loans and (b) aggregate unused CAD Term Commitments; provided that the unused
CAD Term Commitment of, and the portion of the aggregate Outstanding Amount of the CAD Term Loans held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required CAD Term Lenders.


 


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


 


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


 






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“Required
Term A Lenders” means, as of any date of determination, Term A Lenders holding more than 50% of the sum of the (a) aggregate
Outstanding Amount of the Term A Loans and (b) aggregate unused Term A Commitments; provided that the unused Term A Commitment
of, and the portion of the aggregate Outstanding Amount of the Term A Loans held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Term A Lenders.


 


“Requirement
of Law” means, with respect to any Person, the common law and all federal, state, provincial, territorial, local and
foreign laws, rules and regulations, treaties, orders, judgments, decrees and other determinations of any Governmental Authority
or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property
is subject.


 


“Resignation
Effective Date” has the meaning specified in Section 9.06(a).


 


“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, treasurer or
assistant treasurer, controller, or vice president of a Loan Party and, solely for purposes of notices given for Credit Extensions,
amendments to Letters of Credit, and continuations and conversions of Loans, any other officer or employee of the applicable Loan
Party so designated by any of the foregoing officers in a notice to the Administrative Agent (which such notice shall include a
specimen signature and incumbency confirmation reasonably satisfactory to the Administrative Agent) or any other officer of the
Borrower designated in writing or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means (a) any dividend, distribution or any other payment whether direct or indirect, on account of any Stock
or Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely
in Stock or Stock Equivalents (other than Disqualified Stock) or a dividend or distribution payable solely to the Borrower or one
or more Guarantors, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any Stock or Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter outstanding other than
one payable solely to the Borrower or one or more Guarantors and (c) any payment or prepayment of principal, premium (if any),
interest, fees (including fees to obtain any waiver or consent in connection with any Indebtedness) or other charges on, or redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt of the Borrower or any
other Loan Party, other than any Intercompany Subordinated Debt Payment or any required payment, prepayment, redemption, retirement,
purchases or other payments, in each case to the extent permitted to be made by the terms of such Subordinated Debt.


 


“Restricted
Subsidiary” shall mean each Subsidiary of the Administrative Borrower and the Canadian Borrower other than any Unrestricted
Subsidiary. For the avoidance of doubt, the Canadian Borrower is a Borrower and a Restricted Subsidiary of the Administrative Borrower.


 


“Revaluation
Date” means


 


(a) with
respect to any CAD Term Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant
to


 






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Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required CAD Term Lenders
shall require;


 


(b) with
respect to any CAD Revolving Credit Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in Canadian Dollars, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in Canadian Dollars pursuant to Section
2.02, (iii) each date of a Borrowing of a Canadian Index Rate Loan and (iv) such additional dates as the Administrative
Agent shall determine or the Required Revolving Lenders shall require; and[reserved];
and


 


(c) with
respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii)
each date of any payment by an L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) in the case of
Letters of Credit denominated in an Alternative Currency and outstanding as of the Closing Date under the Existing Credit Agreement
for the account of a Permitted L/C Party, the Closing Date, and (v) such additional dates as the Administrative Agent or the applicable
L/C Issuer shall determine or the Required Revolving Lenders shall require.


 


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


 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the
BorrowersAdministrative
Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite
such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” 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.


 


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


 


“Revolving
Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments
at such time. As of the ClosingAmendment
No. 1 Effective Date, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments shall
equal $500,000,000; provided that the portion of the Revolving Credit Facility to be made
available in Canadian Dollars, constituting the CAD Revolving Credit Facility shall not exceed the Alternative Currency Sublimit
applicable to it.750,000,000.


 


“Revolving
Credit Increase” has the meaning specified in Section 2.14(a).


 


“Revolving
Credit Increase Lender” has the meaning specified in Section 2.14(d)(ii).


 


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


 


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


 






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


 


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


 


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


 


“Sanction(s)”
means any economic or trade sanction or trade embargo enacted, imposed, administered or enforced at the time of determination by
the United States Government (including without limitation, OFAC and the U.S. Department of State), the United Nations Security
Council, the European Union, Her Majesty’s Treasury, the French Republic, the Government of Canada (including without limitation,
the Royal Canadian Mounted Police), or other relevant sanctions authority exercising jurisdiction.


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement that is entered into by and between or among a Borrower and/or
any (or one or more) Restricted Subsidiary of the Borrower and any Cash Management Bank.


 


“Secured
Hedge Agreement” means any Secured Swap Contract that is entered into by and between or among the Borrower and/or any
(or one or more) Restricted Subsidiary of the Borrower and any Hedge Bank.


 


“Secured Leverage
Ratio” means the Leverage Ratio but excluding from the numerator all Indebtedness described in the definition of “Financial
Covenant Debt” other than Indebtedness secured by any Lien on Collateral.


 


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


 


“Secured Swap
Contracts” means all Swap Contracts entered into by the Borrower and/or any (or one or more) Restricted Subsidiary of
the Borrower designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity
prices.


 


“Security”
means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, promissory note or other evidence of Indebtedness,
whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, or any temporary
or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing,
but shall not include any evidence of the Obligations.


 






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“Security
Instruments” means, collectively, the Collateral Agreements, the Mortgages, each Intellectual Property Security Agreement,
and all other agreements (including Joinder Agreements, control agreements, supplements, collateral assignments and similar agreements),
instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Borrower, any Restricted Subsidiary
or other Person (other than a Lender) shall grant or convey to the Administrative Agent (for the benefit of the Secured Parties)
a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations
or any other obligation under any Loan Document.


 


“Senior Notes”
means the unsecured senior notes of the Administrative Borrower due 2026 in an aggregate principal amount of $400,000,000 issued
on the Closing Date pursuant to the Senior Notes Indenture.


 


“Senior Notes
Indenture” means the Indenture dated as of May 24, 2018, relating to the Senior Notes, among U.S. Bank National Association,
as trustee, the Administrative Borrower, as issuer and the guarantors party thereto, together with all instruments and other agreements
in connection therewith, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof,
to the extent not prohibited under the Loan Documents and any indenture, note purchase agreement or other agreements entered into
in connection with a refinancing (in whole or in part) of the Senior Notes that is permitted hereunder.


 


“Specified
Representations” means, those representations and warranties made by the Administrative Borrower and Canadian Borrower
contained in Sections 5.01, 5.02, 5.09, 5.11, 5.18, 5.19 and 5.20 5.20.


 


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


 


“Stock”
means shares of capital stock (whether denominated as common stock or preferred stock), partnership or membership interests, equity
participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company
or similar business entity, whether voting or non-voting.


 


“Stock Equivalents”
means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe
for any Stock, whether or not presently convertible, exchangeable or exercisable.


 


“Subordinated
Debt” means Indebtedness of the Borrower or any of its Subsidiaries that is, by its terms, expressly subordinated to
the prior payment of any of the Obligations pursuant to subordination terms and conditions reasonably satisfactory to the Administrative
Agent. The terms of any Subordinated Debt may permit Intercompany Subordinated Debt Payments.


 






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“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; provided that any reference herein or in any other Loan Document to a “Subsidiary” of the Borrower
shall exclude any Person whose financial statements are not consolidated with the financial statements of the Borrower in accordance
with GAAP. Except as set forth in Section 1.03, unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Supported
QFC” has the meaning specified in Section 10.20.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Tax Affiliate”
means, with respect to any Person, (a) any Restricted Subsidiary of such Person, and (b) any Affiliate of such Person with which
such Person files or is eligible to file consolidated U.S.


 






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federal income tax returns or consolidated, combined, unitary or similar
tax returns for state, local or foreign tax purposes.


 


“Tax Return”
has the meaning specified in Section 5.07.


 


“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 and penalties applicable
thereto.


 


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


 


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


 


“Term A Facility”
means, at any time, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. As of the
Closing Date, the maximum aggregate principal amount of the Term A Facility shall equal $50,000,000.


 


“Term A Lender”
means, at any time, any Lender that has any unused Term A Commitment or that holds Term A Loans at such time.


 


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


 


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


 


“Term Borrowing”
means any or all, as the context may indicate, of a Term A Borrowing and/or a CAD Term Borrowing.


 


“Term Commitment”
means any or all, as the context may indicate, of a Term A Commitment and/or a CAD Term Commitment.


 


“Term Facility”
means any or all, as the context may indicate, of the Term A Facility and/or a CAD Term Facility.


 


“Term Lender”
means any or all, as the context may indicate, of a Term A Lender and/or a CAD Term Lender.


 


“Term Loan”
means any or all, as the context may indicate, of a Term A Loan and/or a CAD Term Loan.


 


“Term Loan
Increase” has the meaning specified in Section 2.14(a).


 






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“Title IV
Plan” means an “employee pension benefit plan” (as defined by Section 3(2) of ERISA), other than a Multiemployer
Plan, covered by Title IV of ERISA and to which the Administrative Borrower, any of its Subsidiaries, any Guarantor or any ERISA
Affiliate has any obligation or liability (contingent or otherwise).


 


“Total Credit
Exposure” means, as to any Lender at any time, the unused Commitments, the Revolving Credit Exposure and the aggregate
outstanding principal amount of the Term Loans held by such Lender at such time.


 


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


 


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


 


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


 


“UCC”
has the meaning specified in the Domestic Collateral Agreement.


 


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


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to 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.


 


“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.


 


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


 


“Unrestricted
Subsidiary” means (i) each Subsidiary of the Administrative Borrower identified as an “Unrestricted Subsidiary”
on Schedule 1.01(c), (ii) any Subsidiary of the Administrative Borrower designated as an Unrestricted Subsidiary pursuant to Section
6.28 subsequent to the Closing Date and (iii) any Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Obligations”
shall mean any Obligations of a Domestic Loan Party or a Restricted Subsidiary that is a Domestic Subsidiary, in each case as a
primary obligor, and for the avoidance of doubt, U.S. Obligations shall exclude any Obligations that are not primary obligations
of such Person, including, without limitation, any obligation to or under any guarantee of or any pledge or grant of Collateral
to secure any primary Obligation of any Canadian Loan Party or a Restricted Subsidiary that is not a Domestic Subsidiary.


 


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


 






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“U.S.
Special Resolution Regimes” has the meaning specified in Section 10.20.


 


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


 


“Voting Stock”
means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees
or similar controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such
entity shall have or might have voting power by reason of the happening of any contingency).


 


“Wells Fargo”
means Wells Fargo Bank, N.A. and its successors.


 


“Wholly-Owned”
means, in respect of any Subsidiary of any Person, a circumstance where all of the Stock of such Subsidiary (other than director’s
qualifying shares, and the like, as may be required by applicable law) is owned by such Person, either directly or indirectly through
one or more Wholly-Owned Subsidiaries thereof.


 


“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 Constituent 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.


 






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


 


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


 


(d)            (d)Québec Interpretation. For purposes of any Collateral
located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of a Loan
Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of
Québec, (a) "personal property" shall be deemed to include "movable property", (b) "real property"
shall be deemed to include "immovable property", (c) "tangible property" shall be deemed to include "corporeal
property", (d) "intangible property" shall be deemed to include "incorporeal property", (e) "security
interest" and "mortgage" shall be deemed to include a "hypothec", (f) all references to filing, registering
or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references
to "perfection" of or "perfected" Liens shall be deemed to include a reference to the "opposability"
of such Liens to third parties, (h) any "right of offset", "right of setoff" or similar expression shall be
deemed to include a "right of compensation", (i) "goods" shall be deemed to include "corporeal movable
property" other than chattel paper, documents of title, instruments, money and securities, (j) an "agent" shall
be deemed to include a "mandatary", (k) "construction liens" shall be deemed to include "legal hypothecs",
(l) "joint and several" shall be deemed to include "solidary", (m) "gross negligence or willful misconduct"
shall be deemed to be "intentional or gross fault", (n) "beneficial ownership" shall be deemed to include "ownership
on behalf of another as mandatary", (o) "servitude" shall be deemed to include "easement", (p) "priority"
shall be deemed to include "prior claim", (q) "survey" shall be deemed to include "certificate of location
and plan", (r) "fee simple title" shall be deemed to include "absolute ownership" and (s) "ground
lease" shall be deemed to include "emphyteutic lease". The parties hereto confirm that it is their wish that this
Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language
only (except if another language is required under any applicable law) and that all other documents contemplated thereunder or
relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment
que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue
anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents
peuvent être rédigés en langue anglaise seulement (sauf si une autre langue est requise en vertu d'une loi
applicable).


 


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 for the Fiscal Year ended December 31, 2017, 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 Administrative Borrower and its Subsidiaries
shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC
470-20 on financial liabilities shall be disregarded.


 


(b)           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 Administrative Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Administrative


 






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Borrower shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (ii) the Administrative Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases (including
leases entered into or renewed after the Closing Date) shall be classified and accounted for (and the interest component thereof
calculated) on a basis consistent with that reflected in the audited financial statements for the Fiscal Year ended December 31,
2017 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter
into a mutually acceptable amendment addressing such changes, as provided for above.


 


(c)           Consolidation of Variable Interest Entities and other Persons. All references herein to consolidated financial statements
of the Administrative Borrower and its Restricted Subsidiaries or to the determination of any amount for the Administrative Borrower
and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest
entity that the Administrative Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity
were a Subsidiary as defined herein. All references herein to consolidated financial statements (but not to elements of financial
statements used to calculate financial covenants or similar provisions) of the Administrative Borrower and its Subsidiaries shall
include any Person whose financial statements are consolidated with the financial statements of the Administrative Borrower in
accordance with GAAP.


 


(d)           Capital Leases. Notwithstanding anything to the contrary contained herein (including in paragraph (a), (b) or (c)
above or in the definition of “Capital Lease,” or “Capital Lease Obligations”), in the event of an accounting
change, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute
Capital Leases in conformity with GAAP on the December 31, 2017 shall be considered Capital Leases (and leases not so treated shall
be treated as operating leases) and all calculations and deliverables under this Agreement or any other Loan Document shall be
made or delivered, as applicable, in accordance therewith.


 


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


 


1.05        Exchange Rates; Currency Equivalents.


 


(a)           The Administrative Agent with respect to the CAD Term Loans, CAD Revolving Credit Loans
or the applicable L/C Issuer with respect to a Letter of Credit issued in an Alternative Currency, as applicable, shall determine
the Spot Rates (and notify the Administrative Agent of the same) as of each Revaluation Date to be used for calculating Dollar
Equivalent amounts of L/C Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall
become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable
currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder
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 or the applicable L/C Issuer, as applicable.


 






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(b)           Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate
Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is
expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency,
such minimum or multiple amount shall be expressed as the same absolute amount in the Alternative Currency.


 


(c)           All Obligations shall be paid in the currency in which they are denominated.


 


1.06        Alternative Currencies.


 


(a)           Any Borrower may from time to time request that one or more L/C Issuers issue and maintain Letters of Credit denominated
in a currency other than Dollars. Any such request shall be subject to the approval of the L/C Issuer that will be issuing Letters
of Credit in such currency.


 


(b)           Any such request shall be made by a Borrower to one or more L/C Issuers not later than 11:00 a.m., ten Business Days prior
to the date of the desired issuance of a Letter of Credit in such currency (or such other time or date as may be agreed by any
such L/C Issuer, in its sole discretion).


 


(c)           If any L/C Issuer consents to the issuance of Letters of Credit in such requested currency, such L/C Issuer shall so notify
such Borrower and the Administrative Agent, and such currency shall thereupon be deemed for all purposes to be an Alternative Currency
hereunder for purposes of any Letter of Credit issuances by each such approving L/C Issuer (but not by any L/C Issuer not approving
such currency).


 


(d)           Prior to the Closing Date, each L/C Issuer may agree, or may have agreed under the Existing Credit Agreement, with the Borrower
to issue Letters of Credit in particular currencies (other than Dollars) immediately upon, and at all times after, the Closing
Date, or under the Existing Credit Agreement, and each L/C Issuer and the Borrower shall notify the Administrative Agent (if not
already notified pursuant to the Existing Credit Agreement) of the currencies (other than Dollars) approved by such L/C Issuer
prior to or on the Closing Date.


 


1.07        Times of Day; Rates.


 


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


 


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


 


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


 


1.09        Limited Conditionality Transaction. 


 






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Notwithstanding anything to the contrary
in this Agreement, in the event that the Borrower notifies the Administrative Agent in writing that any proposed transaction is
a Limited Conditionality Transaction and that the Administrative Borrower wishes to test the conditions to such Limited Conditionality
Transaction and the availability of Indebtedness that is to be used to finance such Limited Conditionality Transaction in accordance
with this Section, then the following provisions shall apply:


 


(a)            any condition to such Limited Conditionality Transaction or such Indebtedness that requires that no Default or Event of
Default shall have occurred and be continuing at the time of such Limited Conditionality Transaction or the incurrence of such
Indebtedness, shall be satisfied if (i) no Event of Default under any of Sections 8.01(a), 8.01(b) or 8.01(f) shall have occurred
and be continuing both before and after giving effect to such Limited Conditionality Transaction and any Indebtedness incurred
in connection therewith (including such additional Indebtedness) and (ii) no Default or Event of Default shall have occurred and
be continuing at the time of execution of the definitive agreement governing such Limited Conditionality Transaction;


 


(b)           any condition to such Limited Conditionality Transaction or such Indebtedness that the representations and warranties in
this Agreement and the other Loan Documents shall be true and correct at the time of such Limited Conditionality Transaction or
the incurrence of such Indebtedness shall be satisfied if (i) the representations and warranties in the Loan Documents are true
and correct in all material respects at the time of the execution of the definitive agreement governing such Limited Conditionality
Transaction (unless such representation relates to an earlier date, in which case it shall have been true and correct in all material
respects as of such earlier date) and (ii) the Specified Representations shall be true and correct in all material respects after
giving effect to such Limited Conditionality Transaction and any Indebtedness incurred in connection therewith (unless such representation
relates to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date);
and


 


(c)           any condition to such Limited Conditionality Transaction or such Indebtedness relating to pro forma compliance with
any financial covenants or incurrence ratio shall be determined solely as of the date that the definitive documentation relating
to such Limited Conditionality Transaction is entered into by the Borrower or any Restricted Subsidiary and treating such Indebtedness
as incurred for purposes of all calculations hereunder and thereafter;


 


provided that
the foregoing provisions shall apply with similar effect during the pendency of multiple Limited Conditionality Transactions such
that each of the possible scenarios is separately tested.


 


1.10        Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Pledged Equity Interests at such time.


 


ARTICLE
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01        Loans.


 


(a)            The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to
make a single loan to the Administrative Borrower on the Closing Date in an amount not to exceed such Term A Lender’s Term
A Commitment then in effect. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance
with their


 






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respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid
or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 


(b)           The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender
severally agrees to make loans to any of the Borrowers in Dollars and to the Canadianthe
Administrative Borrower in Canadian Dollars (each
such loan, a “Revolving Credit Loan” (and if denominated in
Canadian Dollars, a “CAD Revolving Credit Loan”, which shall also constitute
a Revolving Credit Loan) from time to time, on any Business Day during the Availability Period for the Revolving
Credit Facility, in an aggregate amount not to exceed at any time outstanding (i)
the amount of such Lender’s Revolving Credit Commitment and (ii) with respect to any CAD
Revolving Credit Loan, the Alternative Currency Sublimit; provided, however, that after giving effect
to any Revolving Credit Borrowing, (i) the Dollar Equivalent of the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility, and (ii) the Dollar Equivalent of the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed
such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving
Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may severally borrow under this Section
2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base
Rate Loans, Canadian Index Rate Loans or Eurocurrency Rate Loans, as further provided
herein.


 


(c)           [reserved].


 


(d)           The CAD Term Borrowing. Subject to the terms and conditions set forth herein, each CAD Term Lender severally agrees
to make a single loan to the Canadian Borrower on the Closing Date in an amount not to exceed such CAD Term Lender’s CAD
Term Commitment; provided that aggregate amount of CAD Term Loans made pursuant to the CAD Term Borrowing shall not exceed the
aggregate amount of the CAD Term Commitments of all CAD Term Lenders then in effect. The CAD Term Borrowing shall consist of CAD
Term Loans made simultaneously by the CAD Term Lenders in accordance with their respective Applicable Percentage of the CAD Term
Facility. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. CAD Term Loans may be
Eurocurrency Rate Loans or Canadian Index Rate Loan, as further provided herein.


 


2.02        Borrowings, Conversions and Continuations of Loans.


 


(a)           Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type
to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the 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 promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such notice must be received
by the Administrative Agent not later than 1:00 p.m. (or 11:00 a.m. with respect to Canadian Index Rate Loans) (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars
or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) three Business Days prior to the
requested date of any Eurocurrency Rate Loans denominated in Canadian Dollars or a continuation of Loans denominated in Canadian
Dollars (or two Business Days with respect to any Borrowing of Eurocurrency Rate Loans denominated in Canadian Dollars on the Closing
Date), and (iii) on the requested date of any Borrowing of Base Rate Loans or Canadian Index Rate Loans; provided that if
the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months
in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative
Agent not later than 1:00 p.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation
of Eurocurrency Rate Loans denominated in Dollars or (ii) five Business Days


 






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prior to the requested date of such Borrowing, conversion
or continuation of Eurocurrency Rate Loans denominated in Canadian Dollars, whereupon the Administrative Agent shall give prompt
notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.
Not later than 1:00 p.m. (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency
Rate Loans denominated in Dollars or (ii) four Business Days before the requested date of such Borrowing or continuation of Eurocurrency
Rate Loans denominated in Canadian Dollars, the Administrative Agent shall notify the applicable Borrower (which notice may be
by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or CAD$5,000,000 with respect to CAD
Term Loans and CAD Revolving Credit Loans or a whole multiple of $1,000,000 or
CAD$1,000,000 with respect to CAD Term Loans and CAD Revolving Credit Loans in
excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate
Loans and Canadian Index Rate Loans shall be in a principal amount of $500,000 or CAD$500,000, as applicable, or a whole multiple
of $100,000 or CAD$100,000, as applicable, in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable
Borrower is requesting a Term A Borrowing, a CAD Term Borrowing, a CAD Revolving Credit Borrowing,
a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other (in
the case of Loans denominated in Dollars), or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans (other than CAD Loans) or Revolving
Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower
fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to Base Rate Loans if
denominated in Dollars or Canadian Index Rate Loans if denominated in Canadian Dollars. Any such automatic conversion to Base Rate
Loans or automatic continuation of CAD Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency
Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency
Rate Loan.


 


(b)           Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and
currency in the case of CAD Loans) of its Applicable Percentage under the applicable Facility of the applicable Term Loans or Revolving
Credit 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 CAD Loans, in each
case, as described in Section 2.02(a). In the case
of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the
Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than (i)
1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice for Borrowing of any Term Loan or Revolving Credit
Loan requested in a Committed Loan Notice that was received prior to the Business Day specified for such Borrowing in the applicable
Committed Loan Notice and (ii) 3:00 p.m. in the case of any Borrowing of a Term Loan or Revolving Credit Loan requested in a Committed
Loan Notice that was received on the same Business Day as the Business Day specified for Borrowing in the applicable Committed
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial
Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in
like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Wells Fargo
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by the Borrower; provided, however,


 






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


 


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


 


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


 


(e)           After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations
of Term Loans as the same Type, there shall not be more than (i) five Interest Periods in effect in respect of the Term A Facility
or (ii) five Interest Periods in effect in respect of the CAD Term Facility. After giving effect to all Revolving Credit Borrowings,
all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same
Type, there shall not be more than five Interest Periods in effect in respect of the Revolving Credit Facility.


 


2.03        Letters of Credit. 


 


(a)           The Letter of Credit Commitment.


 


(i)            Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the
Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from
the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more
Alternative Currencies applicable to such L/C Issuer for the account of any Permitted L/C Party, and to amend or extend Letters
of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit;
and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of any Permitted
L/C Party and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any
Letter of Credit, (v) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (w) the Revolving
Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment,
(x) the Outstanding Amount of the L/C Obligations in Alternative Currencies shall not exceed the Alternative Currency Sublimit,
(y) the aggregate Outstanding Amount of all Financial Letters of Credit and commercial letters of credit shall not exceed $50,000,000
and (z) the Outstanding Amount of L/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer.
Each request by the Borrower or a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be
a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso
to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability
to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period listed in subclause
(A)(1) of this Section, obtain Letters of Credit to replace Letters of Credit that have


 






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expired or that have been drawn upon and
reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing
Date for the account of a Permitted L/C Party shall in each case be deemed to have been Letters of Credit issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.


 


(ii)            No L/C Issuer shall issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur after the
date that is seven Business Days prior to the Maturity Date (each such issued Letter of Credit, an “Extended Letter of
Credit”) unless the applicable L/C Issuer has approved such later expiry date, it being acknowledged and agreed that
each such Extended Letter of Credit shall be Cash Collateralized in accordance with Section 6.27.


 


(iii)           No L/C Issuer shall be under any obligation to issue any Letter of Credit if:


 


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


 


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


 


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


 


(D)            except as otherwise agreed by such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars
or an Alternative Currency applicable to such L/C Issuer;


 


(E)             such L/C Issuer does not, as of the issuance date of such requested Letter of Credit, issue Letters of Credit in the requested
currency; or


 


(F)             any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including
the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate
such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect
to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(iv)          No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter
of Credit in its amended form under the terms hereof.


 






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


 


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


 


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


 


(i)             Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the
applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the Borrower or the applicable Permitted L/C Party. Such Letter of Credit Application may
be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the
applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application
must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later
date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior
to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter
of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day unless otherwise permitted by such L/C Issuer);
(B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder; (G) whether such requested Letter of Credit is a Performance Letter of Credit,
a Financial Letter of Credit or a commercial Letter of Credit; (H) the Permitted L/C Party for whom such Letter of Credit is to
be issued; and (I) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter
of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day unless otherwise permitted by
such L/C Issuer); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.
Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative
Agent may reasonably require.


 


(ii)            Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from
the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received
written notice from any Revolving Credit Lender, the Administrative Agent


 






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or any Loan Party, at least one Business Day prior to
the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the applicable Permitted L/C Party or enter into the applicable amendment,
as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately
upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.


 


(iii)           If the Borrower or any Permitted L/C Party so requests in any applicable Letter of Credit Application, the applicable L/C
Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
any such extension at least once prior to the then applicable expiration date of such Letter of Credit (without giving effect to
the next ensuing extension thereof) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer,
the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C
Issuer to permit such extensions of such Letter of Credit; provided that if any such extension results in any such Letter
of Credit becoming an Extended Letter of Credit the Borrower shall provide Cash Collateral therefor in accordance with Section
6.27; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise),
or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before
the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.


 


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


 


(c)           Drawings and Reimbursements; Funding of Participations.


 


(i)             Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable
L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of any draw under a Letter of Credit denominated
in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly
following the determination thereof. The Borrower agrees to pay to the L/C Issuer of any Letter of Credit that has been drawn upon
the amount of all draws thereunder, in Dollars (or the Dollar Equivalent of such payment if such payment was made in an Alternative
Currency), no later than (x) the Business Day on which the L/C Issuer has provided notice thereof to the Borrower if such notice
has been provided prior to 11:00 a.m. on such Business


 






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Day, or (y) no later than 10:00 a.m. on the next succeeding Business Day
after the Borrower receives such notice from such L/C Issuer if such notice is not received prior to 11:00 a.m. on such day (each
such date, an “Honor Date”), and such L/C Issuer shall provide prompt notice to the Administrative Agent of
such reimbursement. If the Borrower fails to so reimburse the applicable L/C Issuer by such time, such L/C Issuer shall promptly
notify the Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (expressed in Dollars in the amount
of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed
Amount”), and the Administrative Agent shall provide such notice, along with the amount of such Revolving Credit Lender’s
Applicable Revolving Credit Percentage thereof, to each Revolving Credit Lender. In such event, the Borrower shall be deemed to
have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section
4.02 (other than the delivery of a Committed Loan Notice). Any notice given by any L/C Issuer or the Administrative Agent pursuant
to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 


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


 


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


 


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


 


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


 






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


 


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


 


(d)           Repayment of Participations.


 


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


 


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


 


(e)           Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under
each Letter of Credit and, without duplication, to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such
notice is given as aforesaid, but only to the extent not prohibited by any applicable Requirement of Law.


 


(f)            Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C
Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability


 






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of any document or instrument related to any Letter of Credit or Issuer
Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use
of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of
Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower
may have a claim against the applicable L/C Issuer, and the applicable L/C Issuer may be liable to the Borrower, to the extent,
but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to
pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying
with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may
accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The applicable L/C Issuer may send a
Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication
(“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.


 


(g)           Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer
and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and
(ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be
responsible to the Borrower or any other Permitted L/C Party for, and no L/C Issuer’s rights and remedies against the Borrower
or any other Permitted L/C Party shall be impaired by, any action or inaction of such L/C Issuer required or permitted under any
law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including any Requirement
of Law or any order of a jurisdiction where the applicable L/C Issuer or the beneficiary is located, the practice stated in the
ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission,
the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


(h)           Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit
Lender (subject to Section 2.16) in accordance with its Applicable Revolving Credit Percentage, in Dollars, a Letter of
Credit fee (the “Letter of Credit Fee”) (i) for each commercial Letter of Credit equal to the Applicable Rate
for commercial Letters of Credit times the Dollar Equivalent of the daily amount available to be drawn under such Letter
of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate for such type (Financial Letter of Credit or
Performance Letter of Credit) of such Letter of Credit times the Dollar Equivalent of the daily amount available to be drawn
under such Letter of Credit. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. Letter of Credit
Fees shall be (i) due and payable on the tenth Business Day after the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during
any quarter, the Dollar Equivalent of the daily amount available to be drawn under each Letter of


 






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Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding
anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists,
all Letter of Credit Fees shall accrue at the Default Rate.


 


(i)             Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall
pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial
Letter of Credit, at a rate separately agreed to between the Borrower and such L/C Issuer, computed on the Dollar Equivalent
of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower
and such L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of
such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the applicable
Fee Letter or otherwise agreed between such L/C Issuer and the Borrower, computed on the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee with respect to
standby Letters of Credit shall be due and payable on the tenth Business Day after the last Business Day of each March, June,
September and December in respect of the then-ended quarterly period (or portion thereof, in the case of the first payment),
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. Such fronting fee with respect to commercial Letters of Credit shall be due and payable as
provided in subparts (i) and (ii) above. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. In addition, the
Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance,
presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on
demand and are nonrefundable.


 


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


 


(k)            Letters of Credit Issued for Permitted L/C Parties. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, is for the account of, or the applicant therefor is, a Permitted L/C Party other
than the Borrower, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter
of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account, or upon the application, of
Permitted L/C Parties other than the Borrower inures to the benefit of the Borrower, and that the Borrower’s business derives
substantial benefits from the businesses of such Permitted L/C Parties.


 


(l)             Additional L/C Issuers. In addition to Wells Fargo and each L/C Issuer listed on the signature pages hereto as an
 “L/C Issuer,” the Borrower may from time to time, with notice to the Revolving Credit Lenders and the consent of the
Administrative Agent and the applicable Revolving Credit Lender being so appointed, appoint additional Revolving Credit Lenders
to be L/C Issuers hereunder, provided that the total number of L/C Issuers at any time shall not exceed six Revolving Credit
Lenders (or such larger number of additional Revolving Credit Lenders as the Administrative Agent may agree to permit from time
to time). Upon the appointment of a Revolving Credit Lender as an L/C Issuer hereunder such Person shall become vested with all
of the rights, powers, privileges and duties of an L/C Issuer hereunder.


 


(m)           Removal of L/C Issuers. The Borrower may at any time remove Wells Fargo or any L/C Issuer that is appointed pursuant
to subpart (l) above, if either such Person is at such time a Defaulting Lender or such Person consents to such removal; provided
that (i) such removal shall be made upon not


 






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less than 30 days’ prior written notice to such L/C Issuer and the Administrative
Agent (or such shorter time as such L/C Issuer shall agree) and (ii) such removed L/C Issuer shall retain all the rights, powers,
privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by such L/C Issuer and outstanding
as of the effective date of its removal as L/C Issuer and all L/C Obligations with respect thereto (including the right to require
the Revolving Credit Lenders to make Revolving Credit Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). Without limiting the foregoing, upon the removal of a Lender as an L/C Issuer hereunder, the Borrower may, or at
the request of such removed L/C Issuer the Borrower shall use commercially reasonable efforts to, arrange for one or more of the
other L/C Issuers to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such removed
L/C Issuer and outstanding at the time of such removal, or make other arrangements satisfactory to the removed L/C Issuer to effectively
cause another L/C Issuer to assume the obligations of the removed L/C Issuer with respect to any such Letters of Credit.


 


(n)           Reporting of Letter of Credit Information and L/C Issuer Sublimit. At any time that there is more than one L/C Issuer,
then on (i) the last Business Day of each calendar month, and (ii) each date that an L/C Credit Extension occurs with respect to
any Letter of Credit, each L/C Issuer (or, in the case of part (ii), the applicable L/C Issuer) shall deliver to the Administrative
Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information with respect to
each Letter of Credit issued by such L/C Issuer that is outstanding hereunder, including any auto-renewal or termination of auto-renewal
provisions in such Letter of Credit. In addition, each L/C Issuer shall provide notice to the Administrative Agent of its L/C Issuer
Sublimit, or any change thereto, promptly upon it becoming an L/C Issuer or making any change to its L/C Issuer Sublimit. No failure
on the part of any L/C Issuer to provide such information pursuant to this Section 2.03(n) shall limit the obligation of
the Borrowers or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations, respectively,
pursuant to this Section 2.03.


 


(o)           Cash Collateralized Letters of Credit. If the Borrower has fully Cash Collateralized the applicable L/C Issuer with
respect to any Extended Letter of Credit issued by such L/C Issuer in accordance with Section 6.27 and the Borrower and
the applicable L/C Issuer have made arrangements between them with respect to the pricing and fees associated therewith (each such
Extended Letter of Credit a “Cash Collateralized Letter of Credit”), then on the day that is 95 days (or such
shorter period of time permitted by such L/C Issuer) after the date of notice to the Administrative Agent thereof by the applicable
L/C Issuer (so long as such Cash Collateral has remained in place for the entirety of such 95-day (or applicable shorter) period),
and for so long as such Cash Collateral remains in place (i) such Cash Collateralized Letter of Credit shall cease to be a “Letter
of Credit” hereunder, (ii) such Cash Collateralized Letter of Credit shall not constitute utilization of the Revolving Credit
Facility, (iii) no Revolving Credit Lender shall have any further obligation to fund participations, L/C Borrowings or Revolving
Credit Loans to reimburse any drawing under any such Cash Collateralized Letter of Credit, (iv) no Letter of Credit Fee shall be
due or payable to the Revolving Credit Lenders, or any of them, hereunder with respect to such Cash Collateralized Letter of Credit,
and (v) any fronting fee, issuance fee or other fee with respect to such Cash Collateralized Letter of Credit shall be as agreed
separately between the Borrower and such L/C Issuer.


 


2.04        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 2.04, may in its sole discretion make loans in Dollars (each such
loan, a “Swing Line Loan”) to any Borrower from time to time on any Business Day during the Availability Period
with respect to the Revolving Credit Facility 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 Revolving Credit Percentage
of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender


 






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acting as Swing Line Lender, may exceed the
amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided that after giving effect to any Swing
Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time and (ii) the
Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Revolving Credit Lender’s Revolving Credit
Commitment; provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, any Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall
be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit 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 Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount
of such Swing Line Loan.


 


(b)           Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Administrative Borrower’s irrevocable
notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice;
provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative
Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not
later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum
of $100,000, 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 Revolving Credit Lender) prior to 2:00 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 2.04(a), or (B) that one or more of the applicable conditions specified
in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later
than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Administrative Borrower.


 


(c)           Refinancing of Swing Line Loans.


 


(i)            The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Administrative Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base
Rate Loan in an amount equal to such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the amount of Swing
Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving
Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Administrative Borrower
with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving
Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed
Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available
with respect to the applicable Swing Line Loan) for the account of the 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 2.04(c)(ii), each Revolving Credit Lender that so makes


 






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funds available shall be deemed to have made a Base Rate
Loan to the Administrative Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line
Lender.


 


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


 


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


 


(iv)           Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the
Swing Line Lender, the Administrative Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section
2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve
or otherwise impair the obligation of the Administrative Borrower to repay Swing Line Loans, together with interest as provided
herein.


 


(d)           Repayment of Participations.


 


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


 


(ii)            If any payment received by the 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 10.05 (including pursuant to
any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line


 






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Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the 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 Administrative
Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation
pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of
any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the
Swing Line Lender.


 


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


 


2.05        Prepayments.


 


(a)           Optional.


 


(i)            The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans
and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form
acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business
Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date
of prepayment of CAD Loans, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans
shall be in a principal amount of $5,000,000 or CAD$5,000,000 with respect to CAD Loans or a whole multiple of $1,000,000 or CAD$1,000,000
with respect to CAD Loans in excess thereof; and (C) any prepayment of Base Rate Loans and Canadian Index Rate Loans shall be in
a principal amount of $500,000 or CAD$500,000, as applicable, or a whole multiple of $100,000 or CAD$100,000, as applicable, in
excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid,
the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage
in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice
may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness
of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other
specified event, in which case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of a Eurocurrency
Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant
to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied
as directed by the Borrower. Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with
their respective Applicable Percentages in respect of each of the relevant Facilities.


 






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(ii)           The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time
to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice
must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice
is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities
or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other specified event, in which
case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified date) if such condition is not satisfied.


 


(b)           Mandatory.


 


(i)            If the Administrative Agent notifies the Borrower at any time that the Total Revolving Credit Outstandings at such time
exceed the aggregate Revolving Credit Commitments in effect at such time (including as a result of a fluctuation in the Spot Rate
of over 3% from the original Spot Rate in respect of any L/C Obligations or Revolving Credit Loan
denominated in an Alternative Currency), then, within five Business Days after receipt of such notice, the Borrower shall prepay
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such
date of payment to an amount not to exceed the Revolving Credit Facility then in effect; provided, however, that
the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless,
after the prepayment in full of the Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit
Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash
Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate
fluctuations.


 


(ii)           Except as otherwise provided in Section 2.16, prepayments of the Revolving Credit Facility made pursuant to this
Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall
be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining
L/C Obligations in full. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral
shall be applied (without any further action by or notice to or from the Administrative Borrower or any other Loan Party or any
Defaulting Lender that has provided Cash Collateral) to reimburse the applicable L/C Issuer or the applicable Revolving Credit
Lenders, as applicable.


 


2.06        Termination or Reduction of Revolving Credit Commitments. 


 


(a)            Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, or
from time to time permanently reduce the Revolving Credit Facility; provided that (a) 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, (b) 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, (c)
the Borrower shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (d) if, after giving
effect to any reduction of the Revolving Credit Facility, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds
the amount of the Revolving Credit Facility, such Sublimit shall be automatically reduced by the amount of such excess. Except
as provided in the preceding


 






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sentence, the amount of any such Revolving Credit Facility reduction shall not be applied to the Alternative
Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.


 


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


 


(i)            The Administrative Agent will promptly notify the Lenders of any notice of termination or reduction of the Revolving Credit
Facility. Any reduction of the Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving
Credit Lender according to its Applicable Revolving Credit Percentage. All fees in respect of the Revolving Credit Facility accrued
until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.


 


(ii)           Notwithstanding anything to the contrary contained herein, a notice of termination of the Revolving Credit Commitments and
the prepayment in full of the Loans in connection therewith may state that such notice is conditioned upon the effectiveness of
other credit facilities, and if any notice so states it may be revoked by the Administrative Borrower by notice to the Administrative
Agent on or prior to the date specified for the termination of the Revolving Credit Commitments and such prepayment that the refinancing
condition has not been met and the termination and prepayment is to be revoked, provided that the Borrowers will continue
to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting
from such revocation.


 


2.07         Repayment of Loans. 


 


(a)            Term Loans.


 


(i)             The
Administrative Borrower shall repay to the Term A Lenders the aggregate principal amount of all Term A Loans in quarterly principal
installments equal to 1.25% of the aggregate principal amount of the Term A Facility drawn under Section 2.01(a), on the last
Business Day of each Fiscal Quarter (commencing on the last Business Day of the first full Fiscal Quarter after the Fiscal Quarter
in which the Closing Date occurs);


 


(ii)            The Canadian Borrower shall repay to the CAD Term Lenders, in quarterly principal installments equal to 1.25% of the aggregate
principal amount of the CAD Term Facility, on the last Business Day of each Fiscal Quarter (commencing on the last Business Day
of the first full Fiscal Quarter after the Fiscal Quarter in which the Closing Date occurs);


 


provided that
in each case (A) the amount of each such payment shall be adjusted for the application of prepayments in accordance with the order
of priority set forth in Section 2.05 and (B) the final principal repayment installment of the applicable Term Loans shall
be repaid on the Maturity Date for such Term Facility and in any event shall be in an amount equal to the aggregate principal amount
of all applicable Term Loans outstanding on such date; provided further, that (i) if any principal repayment installment
to be made by the Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other
than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day.


 


(b)           Revolving Credit Loans. Each Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving
Credit Facility the aggregate principal amount of all Revolving Credit Loans made to such Borrower outstanding on such date.


 






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(c)            Swing Line Loans. The Administrative Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date 10 Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.


 


2.08         Interest. 


 


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


 


(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 Requirements of Law.


 


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


 


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


 


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


 


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


 


2.09        Fees.


 


In addition
to certain fees described in subsections (h) and (i) of Section 2.03:


 


(a)           Commitment Fee.


 


(i)              The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender (subject to Section
2.16(a)(iii) with respect to Defaulting Lenders) in accordance with its Applicable Revolving Credit Percentage, a commitment
fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Credit Facility exceeds
the sum of (i) the Outstanding Amount of Revolving


 






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Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to
adjustment as provided in Section 2.16. The commitment fee with respect to the Revolving Credit Facility shall accrue at
all times during the Availability Period with respect to the Revolving Credit Facility, 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 tenth Business
Day after the last Business Day of each March, June, September and December, commencing with the first such date to occur after
the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility.


 


(ii)             [reserved].


 


(iii)           The commitment fees set forth in clauses (i) and (ii) above shall each 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 such Applicable
Rate separately for each period during such quarter that such Applicable Rate was in effect.


 


(b)           Other Fees.


 


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


 


(ii)           The Borrower shall pay to the Lenders, 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.


 


2.10        Computation of Interest and Fees. 


 


(a)           All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency
Rate), Canadian Index Rate Loans (including Canadian Index Rate Loans determined by reference to the Eurocurrency Rate) and CAD
Loans (to the extent determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed, or, in the case of interest in respect of CAD Loans, if market practice differs from
the foregoing as reasonably determined by the Administrative Agent, in accordance with such market practice. All other computations
of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest,
as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which
the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and
binding for all purposes, absent manifest error.


 


(b)           If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason,
the Borrower, the Administrative Agent or the Required Lenders determine that (i) the Leverage Ratio as calculated by the Borrower
as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing
for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account
of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further


 






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action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess
of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid
for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case
may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrower’s
obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations
hereunder.


 


2.11        Evidence of Debt.


 


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


 


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


 


2.12        Payments Generally; Administrative Agent’s Clawback.


 


(a)           General. All payments to be made by the Borrower shall be made free and clear 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 CAD Loans, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in 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
Borrower with respect to principal and interest on CAD Loans 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 Canadian Dollars and
in Same Day Funds not later than 2:00 p.m. on the date 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, the
Borrower is prohibited by any Law from making any required payment hereunder in Canadian Dollars, the Borrower shall make such
payment in Dollars in the Dollar Equivalent of such Canadian Dollar payment amount. The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent or the applicable L/C Issuer after (i) 2:00 p.m., in the case of payments in Dollars or (ii) the Applicable Time specified
to the Borrower by the Administrative Agent at least one (1) Business


 






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Day prior to the date any such payment is to be made in the
case of payments in Canadian Dollars, 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 the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest
or fees, as the case may be.


 


(b)           (i)             Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of
Base Rate Loans or Canadian Index Rate Loans, prior to (A) 12:00 noon on the date of such Borrowing if such Borrowing is to be
made on a Business Day other than the date the Administrative Agent received the applicable Committed Loan Notice with respect
to such Borrowing and (B) 2:00 p.m. on the date of such Borrowing if such Borrowing is to be made on the same Business Day as the
date the Administrative Agent received the applicable Committed Loan Notice with respect to such Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing
of Base Rate Loans or Canadian Index Rate Loans, that such Lender has made such share available in accordance with and at the time
required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower
to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the
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 the Borrower, the interest rate applicable to Base Rate Loans
or Canadian Index Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the
Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


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


 


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


 






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(c)            Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any
Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II, and such funds
are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in Article 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 Term Loans and Revolving Credit
Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c)
are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under
Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do
so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section 10.04(c).


 


(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.


 


(f)            Insufficient Funds. Subject to the application of Section 8.03 by its terms, if at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees
then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward
payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts
of principal and L/C Borrowings then due to such parties.


 


2.13        Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it,
or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of
a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata
share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing
Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them, provided that:


 


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


 


(ii)            the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Restricted Subsidiary or Affiliate
thereof (as to which the provisions of this Section shall apply).


 






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


 


2.14        Increase in Commitments. 


 


(a)           Request for Increase. The Borrower may, from time to time, request by written notice to the Administrative Agent
(x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or
more increases in any Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to
be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving
Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided
that (i) the principal amount for all such Incremental Increases, in the aggregate, after the ClosingAmendment
No. 1 Effective Date (including the then requested Incremental Increase) shall not exceed the sum of (such amount, the
 “Incremental Cap”) (x)(A) the greater of (I) the Dollar Equivalent of $250,000,000 (for the avoidance of doubt,
no Lender with respect to any Incremental Increase shall be obligated to disburse any Incremental Increases in any currency other
than Dollars or Canadian Dollars without its consent) and (II) 65% of EBITDA for the Administrative Borrower and its Restricted
Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates
required by Section 6.01(a) or 6.01(b) have been delivered, plus (y) all voluntary prepayments of Term Loans plus
(z) such additional unlimited amounts, such that, after giving effect to such Incremental Increases, the First Lien Leverage Ratio
of the Administrative Borrower shall be no greater than 2.50 to 1.00 on a pro forma basis (without netting the proceeds
of such Incremental Increases and treating all Incremental Increases then incurred as fully drawn for purposes of such calculation);
(ii) any such request for an Incremental Increase shall be in a minimum Dollar or Dollar Equivalent amount of $5,000,000 (or a
lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase
shall increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) any Revolving Credit Increase may, at
the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits;
(v) no Incremental Term Loan shall mature earlier than the latest Maturity Date for any Term Facility then in effect or have a
shorter weighted average life to maturity than the remaining weighted average life to maturity of any Term Facility; (vi) each
Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans
and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the
Borrower; (vii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term
Loan, to the extent not consistent with the terms and conditions applicable to the existing Term Facilities, shall be reasonably
satisfactory to the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower; provided
that any terms that are more restrictive to the Borrower and its Restricted Subsidiaries shall be added to the Term Facility hereunder,
provided further that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental
Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder
(or tranche thereof) which shall be in form reasonably satisfactory to the Administrative Agent; and (viii) each Incremental Increase
shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guaranty, Collateral Agreements and
the other Security Instruments on a pari passu basis.


 


(b)           Process for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender,
in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Borrower and the
Lenders providing such Incremental Increase (including any other Person that qualifies as an Eligible Assignee (each such other
Person, an “Additional Lender”)) pursuant to a joinder agreement in form and substance reasonably satisfactory
to the


 






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Administrative Agent; provided that (i) the Administrative Agent shall have consented (in each case, such consent
not to be unreasonably withheld, delayed or conditioned) to each proposed Additional Lender providing such Incremental Increase
to the extent the Administrative Agent would be required to consent to an assignment to such Additional Lender pursuant to Section
10.06(b)(iii) and (ii) in the case of any Revolving Credit Increase, each L/C Issuer and the Swing Line Lender shall have consented
(in each case, such consent not to be unreasonably withheld, delayed or conditioned) to each such Lender or proposed Additional
Lender providing such Revolving Credit Increase if such consent by the L/C Issuers or the Swing Line Lender, as the case may be,
would be required under Section 10.06(b)(iii) for an assignment of Revolving Credit Loans or Revolving Credit Commitments
to such Lender or proposed Additional Lender; provided further that the Borrower shall not be required to offer or accept
commitments from existing Lenders for any Incremental Increase. No Lender shall have any obligation to increase its Revolving Credit
Commitment, increase its applicable Term Commitment or applicable Term Loans or participate in any Incremental Term Loan, as the
case may be, and no consent of any Lender, other than the Lenders agreeing to provide any portion of an Incremental Increase, shall
be required to effectuate such Incremental Increase.


 


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


 


(d)           Conditions.


 


(i)             As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate
of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements
of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed
by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions
adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such
Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations
on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase,
as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such
Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect
to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained
in Section 7.14 and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article
V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith
or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality
or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects
(or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation
or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this clause
(i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer
to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition
precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates,
organizational documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form
and substance reasonably satisfactory to, the Administrative Agent.


 






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(ii)            Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be
part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender
having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to
have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving
Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically
and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in
outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption
of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing
Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving
effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit
Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably
request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit
Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required
to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments
were effected by prepayments of Revolving Credit Loans.


 


(iii)           To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this
Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other
than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary
for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any
such terms (when taken as a whole) are materially more restrictive to the Borrower and its Restricted Subsidiaries then such material
terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the
requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed
in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and
(ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective
Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to
the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental
Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to
the Borrower, in a manner consistent with Borrowings hereunder.


 


(iv)          Notwithstanding anything to the contrary contained in this subsection 2.14(d), the only conditions precedent to any Incremental
Increase in connection with a Limited Conditionality Transaction shall be those set forth in Section 1.09.


 


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


 


2.15        Cash Collateral.


 


(a)            Certain Credit Support Events. If (i) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, (ii) the Borrower shall be required to provide Cash


 






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Collateral pursuant to Section 8.02(c), or (iii)
there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (ii) above) or within one Business
Day (in all other cases) (or such longer period of time permitted by the Administrative Agent and the applicable L/C Issuer) following
any request by the Administrative Agent or the applicable L/C Issuer, provide Cash Collateral in an amount not less than the applicable
Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iii) above, after giving effect
to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent
determines that any funds held as Cash Collateral pursuant to the preceding sentence are subject to any right or claim of any Person
other than the Administrative Agent or that the total amount of such funds is less than the applicable Minimum Collateral Amount
as required by the preceding sentence, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative
Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such applicable Minimum Collateral
Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be
free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral,
such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the applicable L/C Issuer.


 


(b)           Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing (unless otherwise agreed by the depositary) deposit accounts at the Administrative
Agent or the relevant L/C Issuer, as applicable. To the extent provided by the Borrower, the Borrower, and to the extent provided
by any Lender, such Lender, hereby grants to (and subjects to the control of) the relevant L/C Issuer or to the Administrative
Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), as applicable,
and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all
other property so provided as collateral pursuant to this Section 2.15, and in all proceeds of the foregoing, all as security
for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the
applicable L/C Issuer as herein provided (other than Liens permitted under Section 7.02(a) or clause (h) of the definition
of Customary Permitted Liens), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower or the relevant Defaulting Lender will, promptly (but in any event within five Business Days) after demand by the Administrative
Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.
The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees
and charges in connection with the maintenance and disbursement of Cash Collateral.


 


(c)           Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters
of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans,
obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for herein.


 


(d)           Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving
rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee
following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s and the applicable L/C Issuer’s
good faith determination that there exists excess Cash Collateral; provided that (x) Cash Collateral furnished by or on
behalf of a Loan Party shall not be released during the continuance of a Default (and following application


 






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as provided in this
Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral
and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to
support future anticipated Fronting Exposure or other obligations.


 


2.16        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 Requirements
of 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
10.01.


 


(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 10.08 shall be applied at
such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing
by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the
L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth,
as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing (unless otherwise agreed by
the depositary) deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting
Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender
as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters
of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and L/C Obligations owed to, all non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans
and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance
with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral


 






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pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii)           Certain Fees.


 


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


 


(B)            Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting
Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided
Cash Collateral pursuant to Section 2.15.


 


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


 


(iv)          Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations and Swing Line Loans shall be reallocated among the non-Defaulting Lenders in accordance with
their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the
extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such
non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 10.19, no reallocation hereunder shall constitute
a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following
such reallocation.


 


(v)           Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or
can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under
any applicable Requirement of Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’
Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures
set forth in Section 2.15.


 


(b)           Defaulting Lender Cure. If the Administrative Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer
agree in writing that a Lender is no longer a Defaulting Lender (except that during the continuance of an Event of Default under
Sections 8.01(a), (b) or (f), the Administrative Borrower’s agreement shall not be required), the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may
determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to
be held on a pro rata basis by the Lenders in


 






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accordance with their Applicable Percentages (without giving effect to Section
2.16(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 Borrower while that Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender’s having been a Defaulting Lender.


 


ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes. 


 


(a)            L/C Issuer. For purposes of this Section 3.01, the term “Lender” includes any L/C Issuer and the
term “Requirements of Law” includes FATCA.


 


(b)           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 Requirements of Law. If any applicable Requirements of
Law (as determined in the good faith discretion of the applicable withholding agent) require the deduction or withholding of any
Tax from any such payment, then the applicable withholding agent shall be entitled to make such deduction or withholding, upon
the basis of the information and documentation to be delivered pursuant to subsection (f) below.


 


(ii)            If an applicable withholding agent shall be required by the applicable Requirements of Law to withhold or deduct any Taxes
from any payment made hereunder or under any other Loan Document, then (A) the applicable withholding agent shall withhold or make
such deductions as are determined in the good faith discretion of the applicable withholding agent, (B) the applicable withholding
agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable
Requirements of Law, 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) Lender (or, in a case where
the Administrative Agent receives a payment for its own account, the Administrative Agent) receives an amount equal to the sum
it would have received had no such withholding or deduction for Indemnified Taxes been made.


 


(c)           Payment of Other Taxes by the Borrower. The Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment
of, any Other Taxes.


 


(d)           Tax Indemnifications. Each of the Domestic Loan Parties shall jointly and severally with respect to all of the Obligations,
and the Canadian Loan Parties shall jointly and severally solely with respect to the Obligations of the Canadian Loan Parties,
indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (setting
forth in reasonable detail the basis and calculation of such


 






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payment or liability) delivered to the Borrower 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.


 


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


 


(f)            Status of Lenders; Tax Documentation.


 


(i)             Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Requirements
of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 3.01(f)(ii)(A)) shall not be required if the Lender is legally ineligible to
do so.


 


(ii)            Without limiting the generality of the foregoing,


 


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


 


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


 


(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, properly completed and executed originals
of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant
to the “interest” article of


 






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such tax treaty and (y) with respect to any other applicable payments under any Loan Document,
properly completed and executed originals of IRS Form W-8BEN or W-8BEN-E, 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)           properly completed and executed originals 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 of Exhibit H-1 to the effect that such Foreign
Lender is neither a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, nor a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) properly completed and executed
originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or


 


(IV)         
to the extent a Foreign Lender is not the beneficial owner, properly completed and executed
originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit H-2 or Exhibit H-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 of Exhibit H-4 on behalf of each such direct and indirect partner;


 


(C)           any
Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
properly completed and executed originals of any other form prescribed by applicable Requirements of 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 Requirements of Law to permit the Borrower 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 Borrower and the Administrative Agent at the time or times prescribed
by Requirements of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such 


 






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Lender’s
obligations under FATCA or to determine the amount, if any, 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 and the Administrative Agent agrees that if any form or certification it previously delivered pursuant to this
Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly
notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(iv)          Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative
Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(f).


 


(g)           Treatment of Certain Refunds. If any party 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 pursuant to this Section 3.01 (including by the payment
of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net
of all actual out-of-pocket expenses (including Taxes) incurred by such indemnified party and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of
such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (g) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party
is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection
(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection
(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.
This subsection (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h)           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 Aggregate Commitments
and the repayment, satisfaction or discharge of all other Obligations.


 


3.02        Illegality. If any Lender determines that
any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency
Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or Canadian Dollars in the applicable
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of
such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency
Rate Loans in Dollars, to convert Base Rate Loans or Canadian Index Rate Loans to Eurocurrency Rate Loans, shall be suspended,
and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans or Canadian Index Rate Loans
the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate or Canadian Index Rate
Loans, the interest rate on which Base Rate Loans or Canadian Index Rate Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate or
Canadian Index Rate, in each case until such Lender notifies the Administrative Agent and


 






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the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and (i) such Loans are denominated in Dollars, convert all such Eurocurrency
Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base
Rate) or (ii) such Loans are Eurocurrency Loans denominated in Canadian Dollars, convert all such Eurocurrency Rate Loans of such
Lender to Canadian Index Rate Loans (the interest rate on which Canadian Index Rate Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Canadian
Index Rate) plus the Applicable Rate for Eurocurrency Rate Loans; provided that if the Administrative Agent determines
that the Overnight Rate cannot then be determined with respect to such Loans, then in lieu thereof, an alternative interest rate
applicable to such Loans may be established by the Administrative Agent, with the consent of the Borrower and in consultation with
the CAD Term Lenders, that reflects the all-in-cost of funds to the CAD Term Lenders, in each case either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality
of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the
period of such suspension compute the Base Rate or Canadian Index Rate applicable to such Lender without reference to the Eurocurrency
Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such
Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or converted.


 


3.03        Inability to Determine Rates. Unless and until
a Replacement Rate is implemented in accordance with the terms of the succeeding paragraph, if in connection with any request for
a Eurocurrency Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) deposits
(whether in Dollars or Canadian Dollars) are not being offered to banks in the applicable interbank market for such currency for
the applicable amount and Interest Period of such Eurocurrency Rate Loan or (ii) adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or Canadian Dollars) or in connection with an existing or proposed Base Rate Loan or Canadian Index Rate
Loans (in each case with respect to clause (a) above, “Impacted Loans”), or (b) the Required Lenders determine
that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods),
and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of
the Base Rate or Canadian Index Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate or Canadian
Index Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest
Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of (or conversion to) (i)
with respect to Loans dominated in Dollars, Base Rate Loans in the amount specified therein and (ii) with respect to CAD Loans,
Canadian Index Rates Loans in the amount specified therein.


 


Notwithstanding anything
to the contrary in this Section 3.03, if the Administrative Agent determines (such determination to be conclusive absent manifest
error) that (i) in connection with any


 






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Impacted Loans the circumstances described in Section 3.03(a)(i) or (a)(ii) have arisen
and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely
recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (iii) the
applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority
having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date
after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the
U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (in consultation
with the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other
transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish
a replacement interest rate (including adjustments to applicable margins) (the “Replacement Rate”), in which
case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under
the Loan Documents unless and until (A) an event described in Section 3.03(a)(i), (a)(ii), or clauses (i), (ii) or (iii) of this
paragraph occurs with respect to the Replacement Rate, (B) the Administrative Agent (or the Required Lenders through the Administrative
Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to such Lenders of funding
the Loans bearing interest at the Replacement Rate or (C) any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or
fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates
based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any
of the foregoing and provides the Administrative Agent and the Borrower written notice thereof). In connection with the establishment
and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of
the Administrative Agent and the Borrower, as they determine may be necessary or appropriate, to effect the provisions of this
paragraph. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation,
Section 10.01), such amendment shall become effective without any further action or consent of any other party to this Agreement
so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to
the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating
that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment
to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this
paragraph, the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case,
to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be
applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative
Agent shall not require the consent of, or consultation with, any of the Lenders).


 


3.04        Increased Costs; Reserves on Eurocurrency Rate Loans.


 


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


 


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


 


(ii)           subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, 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 the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


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


 


(b)           Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or
the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding
capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C
Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans
held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer
or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding
company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s
or the L/C Issuer’s holding company for any such reduction suffered.


 


(c)           Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of
this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(d)           Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to
the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s
right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive effect thereof).


 


(e)           Additional Reserve Requirements. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate
Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any


 






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reserve ratio requirement
or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of
the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and
payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’
prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails
to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable
10 days from receipt of such notice, provided that, with respect to interest payable on any Interest Payment Date, the Borrower
shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04(e) for any reserves
(or analogous amount) suffered by such Lender more than four months prior to such Interest Payment Date.


 


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


 


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


 


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


 


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


 


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


 


including any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan, or from fees payable to terminate the deposits from
which such funds were obtained, or from the performance of any foreign exchange contract in connection with such funds, but excluding
any loss of profits or margin. The Borrower shall also pay any customary administrative fees charged by such Lender in connection
with the foregoing. A certificate of a Lender setting forth the amount of any such loss, cost or expense provided for in this Section
and delivered to the Borrower shall be conclusive absent manifest error.


 


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


 


3.06        Mitigation Obligations; Replacement of Lenders.


 


(a)           Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any
Lending Office, provided that the exercise of this option shall not affect the


 






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obligation of the Borrower to repay the Credit Extension
in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or the Borrower
is required to pay any Indemnified Taxes or any additional amount to any Lender, the L/C Issuer, or any Governmental Authority
for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section
3.02, then at the request of the Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate
a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or
eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender or the L/C Issuer in connection with any such designation or assignment.


 


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


 


3.07        Survival. All of the Loan Parties’ 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 of Closing Date. The effectiveness
of this Agreement, the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder and the occurrence
of the Closing Date are each subject to satisfaction of the following conditions precedent (each in form and substance reasonably
satisfactory to the Administrative Agent and each of the Lenders):


 


(a)           The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic images
(e.g., “pdf” or “tif”) (followed promptly by originals) unless otherwise specified, each properly executed
by a Responsible Officer of the signing Loan Party (to the extent 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 each of the Lenders:


 


(i)            executed counterparts of this Agreement, by the Administrative Agent, each Lender and each Borrower;


 


(ii)            a Note executed by the applicable Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior
to the Closing Date;


 


(iii)           such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
of the Borrowers and Guarantors 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;


 






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(iv)          executed counterparts of (x) the Domestic Guaranty, by the Administrative Agent, the Administrative Borrower and the Domestic
Guarantors and (y) the Canadian Guaranty, by the Administrative Agent, the Canadian Borrower and the Canadian Guarantors;


 


(v)           executed counterparts of each Security Instrument to be entered into by any Loan Party, duly executed by each Loan Party
party thereto, together with:


 


(A)          certificates representing the certificated Pledged Equity Interests and instruments and promissory notes pledged under the
Collateral Agreements, and accompanied by undated stock or other transfer powers or instruments executed in blank,


 


(B)           proper financing statements in form appropriate for filing under the Uniform Commercial Code or the PPSA, as applicable,
of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under
the Collateral Agreements, covering the Collateral described therein,


 


(C)           results of lien searches with respect to each Loan Party (including a search as to judgments, bankruptcy, tax, and UCC or
PPSA matters, as applicable) in each jurisdiction and filing office in which filings or recordations under applicable Uniform Commercial
Code, PPSA or other applicable Law should be made to evidence or perfect a security interest with respect to such matters, along
with copies of the financing statements on file referenced in such searches and, in each case, indicating that the assets of such
Loan Party are free and clear of all Liens (other than Liens permitted hereunder),


 


(D)           evidence of the completion of all other actions, recordings and filings of or with respect to the Security Instruments to
be entered into on the Closing Date that the Administrative Agent may deem necessary or desirable in order to perfect the Liens
created thereby (including receipt of duly executed payoff letters and UCC-3 or PPSA financing change statements, if any), and


 


(E)           such
Intellectual Property Security Agreements as the Administrative Agent may deem necessary or desirable in order to perfect, or
provide notice of, the Liens created under the Collateral Agreements in intellectual property Collateral, in form appropriate
for filing with the United States Patent and Trademark Office, the United States Copyright Office, or the Canadian Intellectual
Property Office, as applicable;


 


(vi)          with respect to each of the Mortgaged Properties listed on Schedule 4.01(a)(vi), other than the Cambridge Property,
each of the following:


 


(A)          evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable
for filing, registration or recording in all filing, registry or recording offices that the Administrative Agent may deem reasonably
necessary or desirable in order to create, confirm or continue a valid first and subsisting Lien on the property described therein
in favor of the Administrative Agent for the benefit of the Secured Parties, excepting only Liens permitted under the Loan Documents,
and that all filing, documentary, stamp, intangible, registration and recording taxes and fees have been paid (or the Borrower
has made arrangements reasonably satisfactory to the Administrative Agent for payment thereof),


 


(B)           fully paid American Land Title Association Lender’s Extended Coverage (or its equivalent in respect of each Mortgaged
Property located in Canada) title insurance


 






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policy (or policies) (the “Mortgagee Policies”) or marked up unconditional
binder for such insurance, in each case with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued,
coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid
first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, construction,
mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents,


 


(C)           evidence that all premiums in respect of the Mortgagee Policies have been paid (or the Borrower has made arrangements reasonably
satisfactory to the Administrative Agent for payment thereof),


 


(D)           a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect
to each Mortgaged Property located in the U.S. (together with a notice about special flood hazard area status and flood disaster
assistance duly executed by the Borrower and each Loan Party relating thereto),


 


(E)           solely with respect to Mortgaged Properties located in the U.S., evidence reasonably satisfactory to each Lender of flood
insurance as may be required to comply with the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973,
the National Flood Insurance Reform Act of 1994 and the Biggert-Waters Flood Insurance Act of 2012, each as amended or in effect
from time to time and any successor statutes thereto, and


 


(F)           evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to create
valid first and subsisting Liens (excepting only Liens permitted under the Loan Documents) on the property described in the Mortgages
has been taken;


 


(vii)         such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower and
each other Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction
of organization;


 


(viii)        a favorable and customary opinion of (A) Jones Day, United States counsel to the Loan Parties, (B) Stikeman Elliott, Canadian
counsel to the Loan Parties and (C) Stewart McKelvey, Nova Scotia counsel to the Loan Parties, in each case addressed to the Administrative
Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and addressing
such matters concerning the Loan Parties, this Agreement and the Loan Documents to be executed on the Closing Date as the Required
Lenders may reasonably request;


 


(ix)           a certificate of a Responsible Officer of each Borrower either (x) attaching copies of all consents, licenses and approvals
required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party
of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (y)
stating that no such consents, licenses or approvals are so required;


 


(x)            a certificate of the chief financial officer, chief accounting officer or the treasurer of the Administrative Borrower,
certifying that (A) the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has
been no event or circumstance since December 31,


 






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2017 that has had or would be reasonably expected to have, either individually
or in the aggregate, a Material Adverse Effect;


 


(xi)           evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect,
together with the certificates of insurance and other appropriate documentation (including endorsements), naming the Administrative
Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under all applicable insurance
policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitute
Collateral;


 


(xii)          such documentation and other information as has been reasonably requested by the Administrative Agent or any Lender prior
to the Closing Date with respect to the Loan Parties in connection with the provisions of Section 6.10 hereof; and


 


(xiii)         evidence that the Existing Credit Agreement has been, or substantially concurrently with the Closing Date is being, terminated,
all Indebtedness in respect of the Existing Credit Agreement has been, or substantially concurrently with the Closing Date is being,
repaid (other than letters of credit thereunder that are being deemed issued under this Agreement), and all Liens, if any, securing
any such repaid and terminated Indebtedness have been or substantially concurrently with the Closing Date are being released


 


(b)            (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have
been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid, in each case
pursuant to the Fee Letters.


 


(c)           Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable accrued fees, charges and out-of-pocket
disbursements of the counsels to the Administrative Agent (directly to each such counsel if requested by the Administrative Agent)
to the extent invoiced at least two Business Days prior to the Closing Date (with reasonable and customary supporting documentation).


 


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 Loans to the other Type, or a
continuation of Eurocurrency Rate Loans), including the initial Credit Extension on the Closing Date, is subject to the following
conditions precedent:


 


(a)            The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained
in each other Loan Document shall be true and correct in all material respects (or, with respect to representations or warranties
modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true and correct in
all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations
or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true
and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations
and warranties contained in subsections (a) and (b) of Section 5.04 shall


 






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be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.


 


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


 


(c)           The Administrative Agent and, if applicable, the applicable L/C Issuer or 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 applicable L/C Issuer (in the case of an L/C Credit Extension), the Administrative Agent and the
Required CAD Term Lenders (in the case of any CAD Term Loans) or the Administrative Agent and
the Required Revolving Lenders (in the case of any CAD Revolving Credit Loans), would make it impracticable for
such Credit Extension to be denominated in the relevant Alternative Currency.


 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency
Rate Loans) submitted by the Borrower (or with respect to a Letter of Credit Application, any Permitted L/C Party) shall be deemed
to be a representation and warranty of the Borrower that the conditions specified in Sections 4.02(a) and (b) have
been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders,
the L/C Issuers and the Administrative Agent to enter into this Agreement, the Borrower represents and warrants each of the following
to the Lenders, the L/C Issuers and the Administrative Agent, on and as of the Closing Date and the making of Credit Extensions
on the Closing Date and on and as of each date as required by Section 4.02 or on any other date required by any Loan Document
(with references in this Article V (other than Sections 5.03, 5.04 and 5.05) to “Restricted Subsidiaries”
to exclude Captive Insurance Subsidiaries):


 


5.01        Corporate Existence, Compliance with Law. Each Borrower and each of the Borrowers’
Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction
where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material
Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge,
mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently
proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements
of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all
necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary
notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct,
except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial
action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material
Adverse Effect.


 






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5.02        Corporate Power; Authorization; Enforceable Obligations.


 


(a)           The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation
of the transactions contemplated thereby:


 


(i)           are within such Loan Party’s corporate, limited liability company, partnership or other organizational powers;


 


(ii)          have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent
of shareholders, partners and members where required;


 


(iii)         do not and will not (A) contravene such Loan Party’s or any of its Restricted Subsidiaries’ respective Constituent
Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the FRB),
or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in
the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any lawful Contractual
Obligation of such Loan Party or any of its Restricted Subsidiaries, other than in the case of this clause (C) any such conflict,
breach, default, termination or acceleration that could not reasonably be expected to have a Material Adverse Effect, or (D) result
in the creation or imposition of any Lien upon any property of such Loan Party or any of its Restricted Subsidiaries, other than
those in favor of the Secured Parties pursuant to the Security Instruments; and


 


(iv)         do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental
Authority or any other Person, other than (A) routine tax filings, of which the failure to file will not result in any Loan Document
being unenforceable against, or the performance of any Loan Document being impaired in any way with respect to, any Loan Party,
(B) those listed on Schedule 5.02 or that have been or will be, prior to the Closing Date, obtained or made, copies of which
have been or will be delivered to the Administrative Agent pursuant to Section 4.02, and each of which on the Closing Date
will be in full force and effect and, (C) with respect to the Collateral, filings required to perfect the Liens created by the
Security Instruments.


 


(b)           This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms
of this Agreement, duly executed and delivered by each Loan Party who is a party thereto. This Agreement is, and the other Loan
Documents will be, when delivered, the legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable
against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity and/or good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law.


 


5.03        Ownership of Borrower; Subsidiaries.


 


(a)           All of the outstanding capital stock of the Borrower is validly issued, fully paid and non-assessable.


 


(b)           Set forth on Schedule 5.03 is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the
Borrower and, as to each such Restricted Subsidiary, the jurisdiction of its organization, the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date, the number and percentage of the outstanding shares
of each such class owned (directly or indirectly) by the Borrower. Except as set forth on Schedule 5.03, as of the Closing
Date no Stock of any Wholly-Owned Restricted Subsidiary of the Borrower is subject to any outstanding option, warrant, right of
conversion or purchase of any similar right. Except as set forth on Schedule 5.03, as of the Closing Date all of the outstanding
Stock of


 






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each Wholly-Owned Restricted Subsidiary of the Borrower owned (directly or indirectly) by the Borrower has been validly
issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Borrower or a Restricted Subsidiary of
the Borrower, free and clear of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the Security
Instruments and Liens permitted under Section 7.02), options, warrants, rights of conversion or purchase or any similar
rights. Except as set forth on Schedule 5.03, as of the Closing Date neither the Borrower nor any such Wholly-Owned Restricted
Subsidiary is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any such
Wholly-Owned Restricted Subsidiary, other than the Loan Documents. The Borrower does not own or hold, directly or indirectly, any
Stock of any Person other than such Subsidiaries and Investments permitted by Section 7.03.


 


5.04        Financial Statements.


 


(a)           The interim unaudited financial statements for the Borrower and its Restricted Subsidiaries for the most-recently ended
Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence
of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and
its Restricted Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Restricted
Subsidiaries for the period ended on such dates, all in conformity with GAAP.


 


(b)           The audited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the Fiscal Year
ended December 31, 2017, and the related statements of income and cash flows of the Borrower and its Restricted Subsidiaries for
such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly
present in all material respects, the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at the
date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP
applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and
that shall have been disclosed in the notes to the financial statements).


 


(c)           Except as set forth on Schedule 5.04, neither the Borrower nor any of its Restricted Subsidiaries has, as of the
Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases)
or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and
not otherwise permitted by this Agreement.


 


(d)           The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect
projections for the period beginning approximately January 1, 2018 and ending approximately December 31, 2022 on a Fiscal Year
by Fiscal Year basis. The Projections have been prepared in good faith based upon assumptions believed by the Administrative Borrower
to be reasonable at the time made available to the Administrative Agent, it being understood that (x) such Projections are merely
a prediction as to future events and are not to be viewed as facts, (y) such Projections are subject to significant uncertainties
and contingencies, many of which are beyond any Person’s control, and (z) no assurance can be given that any particular Projections
will be realized and that actual results during the period or periods covered by any such Projections may differ significantly
from the projected results and such differences may be material.


 






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5.05        Material Adverse Change. Since December 31,
2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected
to result in a Material Adverse Effect.


 


5.06        Litigation. Except as set forth on Schedule
5.06, there are no pending or, to the knowledge of the Borrower, threatened actions, investigations or proceedings against
the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. Schedule 5.06 lists all litigation pending against any
Loan Party as of the Closing Date that, if adversely determined, could be reasonably expected to have a Material Adverse Effect.


 


5.07        Taxes. All federal income and other material
tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by the Borrower or
any of its Restricted Subsidiaries have been filed with the appropriate Governmental Authorities in all jurisdictions in which
such Tax Returns are required to be filed, all such Tax Returns are true and correct in all material respects, and all material
taxes, charges and other impositions reflected therein or otherwise due and payable have been paid prior to the date on which any
fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof except where contested in good faith
and by appropriate proceedings if adequate reserves therefor have been established on the books of the Borrower or such Restricted
Subsidiary in conformity with GAAP. The Borrower and each of its Restricted Subsidiaries have withheld and timely paid to the respective
Governmental Authorities all material amounts required to be withheld.


 


5.08        Full Disclosure. The Lender Presentation any other information prepared or furnished
by or on behalf of any Loan Party and delivered to the Lenders in writing in connection with this Agreement or the consummation
of the transactions contemplated hereunder or thereunder (in each case, taken as a whole) does not, as of the time of delivery
of such information (with respect to the Lender Presentation, as of the Closing Date only), contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein or herein, in light of the circumstances
under which they were made, not materially misleading; provided that to the extent any such information was based upon,
or constituted, a forecast, budget estimate, projection or other forward-looking and similar information, such Loan Party represents
only, in respect of such information, that it acted in good faith and utilized reasonable assumptions at the time that such information
was prepared.


 


5.09        Margin Regulations. The Borrower is not engaged
in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U
of the FRB), and no proceeds of any Credit Extension will be used to purchase or carry any such margin stock or to extend credit
to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the FRB.


 


5.10        No Defaults.


 


(a)            Neither the Borrower nor any of its Restricted Subsidiaries is in default under or with respect to any Contractual Obligation
owed by it, other than, in either case, those defaults that would not reasonably be expected to have a Material Adverse Effect.


 


(b)           No Default has occurred and is continuing.


 


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


 






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5.12        Use of Proceeds. The (a) proceeds of the Loans
are being used by the Borrower only (i) for working capital needs, capital expenditures, Permitted Acquisitions, general corporate
purposes and other lawful corporate purposes of the Borrower and its Subsidiaries (ii) to prepay or refinance all or a portion
of the Indebtedness (including outstanding letters of credit) under the Existing Credit Agreement and (iii) to pay fees and expenses
in connection with this Agreement and the related transactions, and (b) Letters of Credit are being solely used by the Borrower
to support warranties, bid bonds, payment or performance obligations and for other general corporate purposes by Permitted L/C
Parties.


 


5.13        Insurance. All policies of insurance of any
kind or nature currently maintained by the Borrower or any of its Restricted Subsidiaries, including policies of fire, theft, product
liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation and employee health
and welfare insurance, are in full force and effect and are of a nature and provide such coverage as is sufficient and as is customarily
carried by businesses of the size and character of such Person.


 


5.14        Labor Matters.


 


(a)           There are no strikes, work stoppages, slowdowns or lockouts pending or, to the Borrower’s knowledge, threatened against
or involving the Borrower, any of its Restricted Subsidiaries or any Guarantor, other than those that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.


 


(b)           There are no unfair labor practices, grievances, complaints or arbitrations pending, or, to the Borrower’s knowledge,
threatened, against or involving the Borrower, any of its Subsidiaries or any Guarantor, other than those that if resolved adversely
to the Borrower, such Restricted Subsidiary or such Guarantor, as applicable, would not reasonably be expected to have a Material
Adverse Effect.


 


5.15        ERISA/Canadian Pension.


 


(a)            Each Employee Benefit Plan that is intended to qualify under Section 401 of the Code (i) (x) has received a favorable determination
letter, or is subject to a favorable opinion letter, from the IRS indicating that such Employee Benefit Plan is so qualified and
any trust created under any Employee Benefit Plan is exempt from tax under the provisions of Section 501 of the Code, or (y) is
the subject of an application for such a favorable determination letter or opinion letter that is currently being processed by
the IRS, and (ii) to the knowledge of the Borrower, nothing has occurred subsequent to the issuance of such determination or opinion
letter, as applicable, which would cause such Employee Benefit Plan to lose its qualified status or that would cause such trust
to become subject to tax, except where such failures could not reasonably be expected to have a Material Adverse Effect.


 


(b)           The Borrower, each of its Restricted Subsidiaries, each Guarantor and each of their respective ERISA Affiliates is in compliance
with all applicable provisions and requirements of ERISA and the Code and the Employee Benefit Plan provisions with respect to
each Employee Benefit Plan except for non-compliances that would not reasonably be expected to have a Material Adverse Effect.


 


(c)           There has been no, nor is there reasonably expected to occur any, ERISA Event other than those that, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


(d)           Except (i) to the extent required under Section 4980B of the Code or similar state laws, and (ii) with respect to which
the aggregate liability, calculated on a FAS 106 basis as of December 31, 2017, does not exceed $150,000,000, no Employee Benefit
Plan provides health or welfare benefits (through the purchase of insurance or otherwise) to any retired or former employees, consultants
or directors (or their


 






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dependents) of the Borrower, any of its Restricted Subsidiaries, any Guarantor or any of their respective
ERISA Affiliates.


 


(e)           (e)Except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect, (i) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada)
and all other applicable laws which require registration, (ii) each Loan Party has complied with and performed all of its obligations
under and in respect of the Canadian Pension Plans under the terms thereof, any funding agreements and all applicable laws (including
any fiduciary, funding, investment and administration obligations) (iii) all employer and employee payments or contributions to
be remitted, paid to or in respect of each Canadian Pension Plan have been paid in a timely fashion in accordance with the terms
thereof, any funding agreement and all applicable laws, (iv) no Canadian Pension Event has occurred, (v) there are no outstanding
disputes concerning the assets of the Canadian Pension Plans and (vi) each of the Canadian Pension Plans is fully funded on a solvency
basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental
Authorities and which are consistent with generally accepted actuarial principles).


 


5.16        Environmental Matters.


 


(a)           The operations of the Borrower and each of its Restricted Subsidiaries have been and are in compliance with all Environmental
Laws, including obtaining and complying with all required environmental, health and safety Permits, other than non-compliances
that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


(b)           None of the Borrower or any of its Restricted Subsidiaries or any Real Property currently or, to the knowledge of the Borrower,
previously owned, operated or leased by or for the Borrower or any of its Restricted Subsidiaries (i) is subject to any pending
or, to the knowledge of the Borrower, threatened, claim, order, agreement, notice of violation, notice of potential liability or
(ii) is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws,
in each case that are not specifically included in the financial information furnished to the Lenders on or prior to the Closing
Date, other than those orders, agreements, notices, proceedings or investigations that, in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


(c)           To the knowledge of the Borrower, there are no facts, circumstances or conditions arising out of or relating to the operations
or ownership of the Borrower or of Real Property owned, operated or leased by the Borrower or any of its Restricted Subsidiaries
that are not specifically included in the financial information furnished to the Lenders other than those that, in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


5.17        Title; Real Property. 


 


(a)           Each of the Borrower and its Restricted Subsidiaries has valid and indefeasible title to, or valid leasehold interests in,
all of its material properties and assets (including Real Property) and good title to, or valid leasehold interests in, all material
personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent financial
statements delivered by the Borrower hereunder, and none of such properties and assets is subject to any Lien, except Liens permitted
under Section 7.02. The Borrower and its Restricted Subsidiaries have received all deeds, assignments, waivers, consents,
non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings,
filings and other actions necessary to establish, protect and perfect the Borrower’s and its Restricted Subsidiaries’
right, title and interest in and to all such property, other than those that would not reasonably be expected to result in a Material
Adverse Effect.


 






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(b)           Set forth on Schedule 5.17(b) is a complete and accurate list, as of the Closing Date, of all (i) owned Real Property
located in the United States or Canada with a reasonably estimated Fair Market Value in excess of $3,500,000 showing, as of the
Closing Date, the street address, county (or other relevant jurisdiction or state) and the record owner thereof and (ii) leased
Real Property located in the United States or Canada with annual lease payments in excess of $1,000,000 showing, as of the Closing
Date, the street address and county (or other relevant jurisdiction or state) thereof.


 


(c)           No
portion of any Real Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely
repaired and restored to its original condition other than those that would not reasonably be expected to have a Material Adverse
Effect. As of the Closing Date, no portion of any Mortgaged Property is located in a special flood hazard area as designated by
any federal Governmental Authority other than those for which flood insurance has been provided in accordance with Section
4.01(a)(vi).


 


(d)           Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has obtained and holds
all Permits required in respect of all Real Property and for any other property otherwise operated by or on behalf of, or for the
benefit of, such person and for the operation of each of its businesses as presently conducted and as proposed to be conducted,
(ii) all such Permits are in full force and effect, and each Loan Party has performed and observed all requirements of such Permits,
(iii) no event has occurred that allows or results in, or after notice or lapse of time would allow or result in, revocation or
termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit, (iv) no such Permits
contain any restrictions, either individually or in the aggregate, that are materially burdensome to any Loan Party, or to the
operation of any of its businesses or any property owned, leased or otherwise operated by such person, (v) each Loan Party reasonably
believes that each of its Permits will be timely renewed and complied with, without material expense, and that any additional Permits
that may be required of such Person will be timely obtained and complied with, without material expense and (vi) the Borrower has
no knowledge or reason to believe that any Governmental Authority is considering limiting, suspending, revoking or renewing on
materially burdensome terms any such Permit.


 


(e)           None of the Borrower or any of its Restricted Subsidiaries has received any notice, or has any knowledge, of any pending,
threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof, except those that would not
reasonably be expected to have a Material Adverse Effect.


 


(f)            Each of the Loan Parties, and, to the knowledge of the Borrower, each other party thereto, has complied with all obligations
under all leases of Real Property to which it is a party other than those the failure with which to comply would not reasonably
be expected to have a Material Adverse Effect and all such leases are legal, valid, binding and in full force and effect and are
enforceable in accordance with their terms other than those the failure of which to so comply with the foregoing would not reasonably
be expected to have a Material Adverse Effect. No landlord Lien has been filed, and, to the knowledge of the Borrower, no claim
is being asserted, with respect to any lease payment under any lease of Real Property other than those that would not reasonably
be expected to have a Material Adverse Effect.


 


(g)           There are no pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements
or otherwise affecting any material portion of the owned Real Property, nor are there any contemplated improvements to such owned
Real Property that may result in such special or other assessments, other than those that would not reasonably be expected to have
a Material Adverse Effect.


 






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5.18        Security Instruments. 


 


(a)           The Collateral Agreements are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties,
legal, valid and enforceable first priority Liens (subject to Liens permitted under Section 7.02) on all right, title and interest
of the respective Loan Parties (other than the BWXT Entities that are Loan Parties) on all Collateral described therein. Except
for filings completed on the Closing Date and filings and other actions contemplated hereby and by the Collateral Agreements, no
filings or other actions in the United States or in Canada will be necessary to perfect or protect such Liens, in each case other
than perfection actions that are expressly not required to be taken under the Security Instruments.


 


(b)           Each other Security Instrument will, upon execution and delivery thereof, be effective to create in favor of the Administrative
Agent for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens (subject to Liens permitted under
Section 7.02) on all right, title and interest of the respective Loan Parties (other than the BWXT Entities that are Loan Parties)
on all Collateral described therein. Except for filings completed on the Closing Date and filings and other actions contemplated
hereby and by the Security Instruments, no filings or other actions in the United States or in Canada will be necessary to perfect
or protect such Liens.


 


5.19        OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge
of the Borrower, any director, officer, employee or agent thereof, is or is owned 50% or more by an individual or entity that is
(i) listed on the List of Specially Designated Nationals and Blocked Persons or Sectoral Sanctions Identifications List maintained
by OFAC, (ii) listed on any list maintained by the Government of Canada under Canadian Sanctions Laws with which a Canadian Person
cannot deal with or otherwise engage in business transactions, or (iii) otherwise the subject of any Sanctions or a Person who,
under any Sanctions, the Administrative Agent, any Lender or any L/C Issuer is prohibited from transacting business with. No Loan,
nor the proceeds from any Loan, has or have been used, directly by the Borrower or any of its Subsidiaries, or, to the knowledge
of the Borrower, by any recipient of those funds from the Borrower or any Subsidiary, to lend, contribute, provide or make available
by any Loan Party or any Subsidiary to fund any activity or business in any Designated Jurisdiction if that activity or business
would violate any Sanctions, or to fund any activity or business of any Person located, organized or residing in any Designated
Jurisdiction or who is the subject of any Sanctions, or in any other manner that, in each case, would result in any violation by
any Lender, the Arranger, the Administrative Agent, any L/C Issuer or the Swing Line Lender of Sanctions.


 


5.20        Anti-Corruption Laws. Neither Borrower nor
any of its Subsidiaries, directors or officers, or, to the knowledge of the Borrower, any affiliate, agent or employee of it, has
engaged in any activity or conduct which would violate any applicable Anti-Corruption Laws and the Borrower and its Subsidiaries
have instituted and maintain policies and procedures intended to promote and achieve compliance with such laws in all material
respects.


 


5.21        EEAAffected
Financial Institutions. Neither the Borrower nor any of
its Subsidiaries is an EEAAffected
Financial Institution.


 


ARTICLE
VI.

AFFIRMATIVE COVENANTS


 


The Borrower agrees
with the Lenders, L/C Issuers and the Administrative Agent to each of the following, from and after the Closing Date and thereafter
as long as any Obligation or any Commitment remains outstanding and, in each case, unless the Required Lenders otherwise consent
in writing(provided that those provisions under this Article VI with which Restricted Subsidiaries of the Borrower
are required to comply shall exclude from such compliance any Captive Insurance Subsidiary):


 






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6.01        Financial Statements. The Borrower shall furnish
to the Administrative Agent each of the following:


 


(a)           Quarterly Reports. Within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (unless
such period is extended pursuant to SEC guidelines), consolidated unaudited balance sheets as of the close of such quarter and
the related statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as of the close of such
quarter, setting forth in comparative form the figures for the corresponding period in the prior year, in each case certified by
a Responsible Officer of the Borrower as fairly presenting in all material respects the consolidated financial condition of the
Borrower and its Restricted Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods
indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments).


 


(b)           Annual Reports. Within 90 days after the end of each Fiscal Year (unless such period is extended pursuant to SEC
guidelines), consolidated balance sheets of the Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year and
related statements of income and cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, all prepared
in conformity with GAAP and certified, in the case of such consolidated financial statements, without qualification as to the scope
of the audit or as to the Borrower being a going concern by the Borrower’s Accountants, together with the report of such
accounting firm stating that (i) such financial statements fairly present in all material respects the consolidated financial condition
of the Borrower and its Restricted Subsidiaries as at the dates indicated and the results of their operations and cash flow for
the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the
Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii)
the examination by the Borrower’s Accountants in connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards.


 


(c)           Compliance Certificate. Together with each delivery of any financial statement pursuant to clause (a) or (b)
above, a Compliance Certificate (i) showing in reasonable detail the calculations used in determining the Leverage Ratio, First
Lien Leverage Ratio and Secured Leverage Ratio and demonstrating compliance with each of the other financial covenants contained
in Section 7.14, and (ii) stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing,
stating the nature thereof and the action which the Borrower has taken or proposes to take with respect thereto.


 


The Borrower hereby
acknowledges that (i) the Administrative Agent and/or one or more of the Arrangers may, but shall not be obligated to, make available
to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar
electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or
the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that the Borrower intends
to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, each Arranger, each L/C Issuer and the Lenders to treat
the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 10.07); (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


 






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Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding
the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”


 


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


 


6.02        Collateral Reporting Requirements. The Borrower
shall furnish to the Administrative Agent each of the following:


 


(a)           Updated Corporate Chart. If requested by the Administrative Agent, together with the delivery of any financial statement
pursuant to Section 6.01(b), a corporate organizational chart or other equivalent list, current as of the date of delivery,
in form and substance reasonably acceptable to the Administrative Agent and certified as true, correct and complete by a Responsible
Officer of the Borrower, setting forth, for each of the Loan Parties, all Persons subject to Section 6.22 or Section
6.24, all Restricted Subsidiaries of any of them and any joint venture (including Joint Ventures) entered into by any of the
foregoing, (i) its full legal name, (ii) its jurisdiction of organization and organizational number (if any), (iii) the number
of shares of each class of its Stock authorized (if applicable), the number outstanding as of the date of delivery, and the number
and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower, and (iv) with respect
to Canadian Loan Parties, the location of its chief executive place of business, its registered office and each province or territory
in which such Canadian Loan Party has Collateral situated having a value in excess of $250,000.


 


(b)           Additional Information. From time to time, statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral, all as the Administrative Agent may reasonably request, and
in reasonable detail.


 


(c)           Additional Filings. At any time and from time to time, upon the reasonable written request of the Administrative
Agent, and at the sole expense of the Loan Parties, duly executed, delivered and recorded instruments and documents for the purpose
of obtaining or preserving the full benefits of this Agreement, each Security Instrument and each other Loan Document and of the
rights and powers herein and therein granted (and each Loan Party shall take such further action as the Administrative Agent may
reasonably request for such purpose, including the filing of any financing or continuation statement or financing changes statement
under the UCC, PPSA or other similar Requirement of Law in effect in any jurisdiction in the United States or Canada with respect
to the security interest created by the Security Instruments but excluding (i) the execution and delivery of any control agreements
with respect to deposit accounts (other than with respect to Cash Collateral), commodities accounts or securities accounts, (ii)
any filings to perfect Liens on intellectual property, other than any such filings under the UCC, PPSA, the Civil Code of Quebec
or with the U.S. Patent and Trademark Office, U.S. Copyright Office or the Canadian


 






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Intellectual Property Office and (iii) any
filings or actions in any jurisdiction outside the United States or Canada to create or perfect any Liens created by the Security
Instruments).


 


The reporting requirements
set forth in this Section 6.02 are in addition to, and shall not modify and are not in replacement of, any rights and other
obligation set forth in any Loan Document (including notice and reporting requirements) and satisfaction of the reporting obligations
in this Section 6.02 shall not, by itself, operate as an update of any Schedule or any schedule of any other Loan Document
and shall not cure, or otherwise affect in any way, any Default, including any failure of any representation or warranty of any
Loan Document to be correct in any respect when made.


 


6.03       Default and certain other Notices. Promptly
and in any event within five Business Days after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower
shall give the Administrative Agent notice:


 


(a)          of the occurrence of any Default or Event of Default; and


 


(b)          of the issuance of a notice of proposed debarment or notice of proposed suspension by a Governmental Authority or Governmental
Authorities.


 


Each notice pursuant
to this Section 6.03 (other than Section 6.03(b)) shall be accompanied by a statement of a Responsible Officer of
the Borrower setting forth details of the occurrence referred to therein, the anticipated effect thereof, and stating what action
the 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. Any notice pursuant
to this Section 6.03, if given by telephone, shall be promptly confirmed in writing on the next Business Day.


 


6.04       Litigation. Promptly after a Responsible Officer
of the Borrower obtains actual knowledge of the commencement thereof, the Borrower shall give the Administrative Agent written
notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator,
regarding the Borrower, any of its Restricted Subsidiaries or any Joint Venture that (i) seeks injunctive or similar relief that,
in the reasonable judgment of the Borrower, if adversely determined, would reasonably be expected to result in a Material Adverse
Effect or (ii) in the reasonable judgment of the Borrower would expose the Borrower, such Restricted Subsidiary or such Joint Venture
to liability in an amount aggregating $20,000,000 (in excess of insurance as to which a solvent and unaffiliated insurance company
has acknowledged coverage) or more or that, if adversely determined, would reasonably be expected to have a Material Adverse Effect.


 


6.05       Labor Relations. Promptly after a Responsible
Officer of the Borrower has actual knowledge of the same, the Borrower shall give the Administrative Agent written notice of (a)
any material labor dispute to which the Borrower, any of its Restricted Subsidiaries, any Guarantors or any Joint Venture is a
party, including any strikes, lockouts or other material disputes relating to any of such Person’s plants and other facilities,
(b) any material Worker Adjustment and Retraining Notification Act or related liability incurred with respect to the closing of
any plant or other facility of any such Person and (c) any material union organization activity with respect to employees of the
Borrower or any of its Restricted Subsidiaries not covered by a collective bargaining agreement as of the Closing Date.


 


6.06       Tax Returns. Upon the reasonable request of
any Lender, through the Administrative Agent, the Borrower shall provide copies of all federal, state, local and foreign tax returns
and reports filed by the Borrower, any of its Restricted Subsidiaries or any Joint Venture in respect of taxes measured by income
(excluding sales, use and like taxes).


 






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6.07       Insurance. As soon as is practicable and in
any event within 90 days after the end of each Fiscal Year, the Borrower shall furnish the Administrative Agent with a report on
the standard “Acord” form (or other form acceptable to the Administrative Agent) outlining all material insurance coverage
maintained as of the date of such report by the Borrower and its Restricted Subsidiaries and the duration of such coverage.


 


6.08       ERISA Matters/Canadian Pension. The Borrower
shall furnish the Administrative Agent each of the following:


 


(a)           promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that
any ERISA Event or Canadian Pension Event has occurred that, alone or together with any other ERISA Event or Canadian Pension Event,
would reasonably be expected to result in liability of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA
Affiliate in an aggregate amount exceeding $40,000,000, written notice describing the nature thereof, what action the Borrower,
any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes
to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known
by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC or any other Governmental
Authority in Canada or the Multiemployer Plan sponsor with respect to such event;


 


(b)          simultaneously with the date that the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate files with the
PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected
to require additional contributions of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an
aggregate amount exceeding $40,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of
ERISA, a copy of each notice;


 


(c)          simultaneously with the date that the Borrower, any of its Restricted Subsidiaries files with the Financial Services Commission
of Ontario or any other applicable Governmental Authority, a notice of intent to terminate any Canadian Defined Benefit Pension
Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the
Borrower, any Restricted Subsidiary and/or any Guarantor in an aggregate amount exceeding $40,000,000, a copy of each notice; and


 


(d)          promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower,
any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each
Title IV Plan, which is requested by the Administrative Agent; (ii) each actuarial report prepared and filed with any Governmental
Authority in Canada in connection with a Canadian Defined Benefit Pension Plan which is requested by the Administrative Agent;
(iii) all notices received by the Borrower, any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA
Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability
of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $40,000,000;
(iv) all notices received by the Borrower, any of its Restricted Subsidiaries and/or any Guarantor concerning a Canadian Pension
Event that would reasonably be expected to result in liability of the Borrower, any Restricted Subsidiary and/or any Guarantor
in an aggregate amount exceeding $40,000,000, and (v) copies of such other documents or governmental reports or filings relating
to any Employee Benefit Plan or Canadian Pension Plan as the Administrative Agent shall reasonably request.


 






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6.09       Environmental Matters. The Borrower shall provide the Administrative Agent promptly,
and in any event within 10 Business Days after any Responsible Officer of the Borrower obtains actual knowledge of any of the following,
written notice of each of the following:


 


(a)          that any Loan Party is or may be liable to any Person as a result of a Release or threatened Release that would reasonably
be expected to subject such Loan Party to Environmental Liabilities and Costs of $20,000,000 or more;


 


(b)          the receipt by any Loan Party of notification that any material real or personal property of such Loan Party is or is reasonably
likely to be subject to any Environmental Lien;


 


(c)          the receipt by any Loan Party of any notice of violation of or potential liability under, or knowledge by a Responsible
Officer of the Borrower that there exists a condition that would reasonably be expected to result in a violation of or liability
under, any Environmental Law, except for violations and liabilities the consequence of which, in the aggregate, would not be reasonably
likely to subject the Loan Parties collectively to Environmental Liabilities and Costs of $20,000,000 or more; and


 


(d)          promptly following reasonable written request by any Lender, through the Administrative Agent, a report providing an update
of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report delivered
pursuant to this Section 6.09.


 


6.10       Patriot Act Information. Each Lender that
is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”) and the
Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower
and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan
Party in accordance with the Patriot Act and the Beneficial Ownership
Regulation. The Borrower shall promptly, following a request by the Administrative Agent or any Lender, provide (i)
all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including,
without limitation, the Patriot Act and (ii) if the Borrower qualified
as a as a “legal entity customer” under the Beneficial Ownership Regulation a Beneficial Ownership Certification in
relation to the Borrower.


 


6.11       Other Information. The Borrower shall provide
the Administrative Agent or any Lender with such other information respecting the business, properties, financial condition or
operations of the Borrower, any of its Restricted Subsidiaries or any Joint Venture as the Administrative Agent or such Lender,
through the Administrative Agent, may from time to time reasonably request. The Administrative Agent shall provide copies of any
written information provided to it pursuant to Sections 6.01 through 6.10 above to any Lender requesting the same.


 


6.12       Preservation of Corporate Existence, Etc. The Borrower shall, and shall cause each
of its Wholly-Owned Restricted Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises,
except as permitted by Sections 7.03, 7.04 and 7.06 and except if, in the reasonable business judgment
of the Borrower, it is in the business interest of the Borrower or such Restricted Subsidiary not to preserve and maintain such
rights (charter and statutory) and franchises, and such failure to preserve the same would not reasonably be expected to have a
Material Adverse Effect and would not reasonably be expected to materially impair the interests of the Secured Parties under the
Loan Documents or the rights and interests of any of them in the Collateral.


 






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6.13       Compliance with Laws, Etc. The Borrower shall, and shall cause each of its Restricted
Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure
so to comply would not reasonably be expected to have a Material Adverse Effect. 


 


6.14       Conduct of Business. The Borrower shall, and
shall cause each of its Restricted Subsidiaries to, (a) conduct its business in the ordinary course (except for non-material changes
in the nature or conduct of its business as carried on as of the Closing Date) and (b) use its reasonable efforts, in the ordinary
course, to preserve its business and the goodwill and business of the customers, suppliers and others having business relations
with the Borrower or any of its Restricted Subsidiaries, except where the failure to comply with the covenants in each of clauses
(a) and (b) above would not reasonably be expected to have a Material Adverse Effect.


 


6.15       Payment of Taxes, Etc. The Borrower shall, and shall cause each of its Restricted
Subsidiaries to, pay and discharge (or cause to be paid and discharged) before the same shall become delinquent, all lawful governmental
claims, taxes, assessments, charges and levies made, assessed, filed or otherwise imposed on or against any of them, except where
(a) contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the Borrower
or the appropriate Restricted Subsidiary in conformity with GAAP or (b) the failure to so pay and discharge would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


6.16       Maintenance of Insurance. The Borrower shall,
and shall cause each of its Restricted Subsidiaries to, (a) maintain insurance with responsible and reputable insurance companies
or associations in such amounts and covering such risks as, in the reasonable determination of the Borrower, is usually carried
by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such
Restricted Subsidiary operates, (b) cause all property and liability insurance to name the Administrative Agent on behalf of the
Secured Parties as additional insured (with respect to liability policies), loss payee (with respect to property policies) or lender’s
loss payee (with respect to property policies), as appropriate, and to provide that no cancellation, material addition in amount
or material change in coverage shall be effective until after 30 days’ written notice thereof to the Administrative Agent,
and (c) deliver to the Administrative Agent customary insurance certificates and endorsements evidencing the foregoing in form
and substance reasonably satisfactory to the Administrative Agent.


 


6.17       Access. The Borrower shall from time to time
during normal business hours, and subject to national security and defense requirements of any Governmental Authority, permit the
Administrative Agent, the L/C Issuers and the Lenders, or any agents or representatives thereof, within five Business Days after
written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required)
to (a) examine and make copies of and abstracts from the records and books of account of the Borrower and each of its Wholly-Owned
Restricted Subsidiaries, (b) visit the properties of the Borrower and each of its Wholly-Owned Restricted Subsidiaries, (c) discuss
the affairs, finances and accounts of the Borrower and each of its Wholly-Owned Restricted Subsidiaries with any of their respective
officers or directors; provided that the Borrower will not be required to permit any examination or visit as set forth in
clauses (a) and (b) above with respect to each of the Administrative Agent, the L/C Issuers and the Lenders (or any agents or representatives
thereof) (i) within the twelve-month period following the date of the most recent examination or visit by any L/C Issuer, any Lender
or the Administrative Agent (or any agents or representatives thereof), as applicable, unless an Event of Default has occurred
and is continuing and (ii) unless such visit is coordinated through the Administrative Agent.


 


6.18       Keeping of Books. The Borrower shall, and
shall cause each of its Restricted Subsidiaries to keep, proper books of record and account, in which full and correct entries
(sufficient to permit the


 






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preparation of consolidated financial statements in conformity with GAAP) shall be made of the financial
transactions and assets and business of the Borrower and each such Restricted Subsidiary.


 


6.19       Maintenance of Properties, Etc. The Borrower shall, and shall cause each of its
Restricted Subsidiaries to, maintain and preserve (a) in good working order and condition (ordinary wear and tear excepted) all
of its properties necessary in the conduct of its business, (b) all rights, permits, licenses, approvals and privileges (including
all Permits) necessary in the conduct of its business and (c) all Material Intellectual Property, except where failure to so maintain
and preserve the items set forth in clauses (a), (b) and (c) above would not reasonably be expected to have a Material Adverse
Effect.


 


6.20       Application of Proceeds. The Borrower shall
use the entire amount of the proceeds of the Loans as provided in Section 5.12.


 


6.21       Environmental. 


 


(a)          The Borrower shall, and shall cause each of its Restricted Subsidiaries to, exercise reasonable due diligence in order to
comply in all material respects with all Environmental Laws.


 


(b)          The Borrower agrees that the Administrative Agent may, from time to time, retain, at the expense of the Borrower, an independent
professional consultant reasonably acceptable to the Borrower to review any report relating to Contaminants prepared by or for
the Borrower and to conduct its own investigation (the scope of which investigation shall be reasonable based upon the circumstances)
of any property currently owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries, if (x) a Default
or an Event of Default shall have occurred and be continuing, or (y) the Administrative Agent reasonably believes (1) that an occurrence
relating to such property is likely to give rise to any Environmental Liabilities and Costs or (2) that a violation of an Environmental
Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to
result in Environmental Liabilities and Costs in excess of $20,000,000, provided that, unless an Event of Default shall
have occurred and be continuing, such consultant shall not drill on any property of the Borrower or any of its Restricted Subsidiaries
without the Borrower’s prior written consent. Borrower shall use its reasonable efforts to obtain for the Administrative
Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Borrower, to enter into or on
to the facilities currently owned, leased, operated or used by Borrower or any of its Restricted Subsidiaries to perform such tests
on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property
shall be conducted, unless otherwise agreed to by Borrower and the Administrative Agent, during normal business hours and shall
be conducted so as not to unreasonably interfere with the ongoing operations at any such property or to cause any damage or loss
at such property. Borrower and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted
at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative
Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Obligations and to protect
the Liens created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report
will be kept confidential by them to the extent permitted by law except as provided in the following sentence. The Administrative
Agent agrees to deliver a copy of any such report to Borrower with the understanding that Borrower acknowledges and agrees that
(i) it will indemnify and hold harmless the Administrative Agent and each Lender from any costs, losses or liabilities relating
to Borrower’s use of or reliance on such report, (ii) neither Administrative Agent nor any Lender makes any representation
or warranty with respect to such report, and (iii) by delivering such report to Borrower, neither the Administrative Agent nor
any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report.


 






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(c)           Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower shall advise the Administrative
Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported
by Borrower or its Restricted Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which would
reasonably be expected to have Environmental Liabilities and Costs in excess of $20,000,000, (ii) any and all written communications
with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate,
have a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $20,000,000, (iii) any Remedial
Action performed by Borrower or any other Person in response to (x) any Contaminants on, under or about any property, the existence
of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $20,000,000, or (y) any
other Environmental Liabilities and Costs in excess of $20,000,000 that could result in Environmental Liabilities and Costs in
excess of $20,000,000, (iv) discovery by Borrower or its Restricted Subsidiaries of any occurrence or condition on any material
property that could cause Borrower’s or its Restricted Subsidiaries’ interest in any such property to be subject to
any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws or
Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental
Authority is investigating whether Borrower or any of its Restricted Subsidiaries may be potentially responsible for a Release
or threatened Release of Contaminants which has a reasonable possibility of giving rise to Environmental Liabilities and Costs
in excess of $20,000,000.


 


(d)          Borrower shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, assets, or property by
Borrower or any of its Restricted Subsidiaries that would reasonably be expected to expose Borrower or any of its Restricted Subsidiaries
to, or result in Environmental Liabilities and Costs in excess of $20,000,000 and (ii) any proposed action to be taken by Borrower
or any of its Restricted Subsidiaries to commence manufacturing, industrial or other similar operations that would reasonably be
expected to subject Borrower or any of its Restricted Subsidiaries to additional Environmental Laws, that are materially different
from the Environmental Laws applicable to the operations of Borrower or any of its Restricted Subsidiaries as of the Closing Date.


 


(e)          Borrower shall, at its own expense, provide copies of such documents or information as the Administrative Agent may reasonably
request in relation to any matters disclosed pursuant to this subsection.


 


(f)           To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, Borrower shall
promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all necessary Remedial Action in connection
with the presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants on, under
or affecting any property in order to comply in all material respects with all applicable Environmental Laws and Permits. In the
event Borrower or any of its Restricted Subsidiaries undertakes any Remedial Action with respect to the presence, Release or threatened
Release of any Contaminants on or affecting any property, Borrower or any of its Restricted Subsidiaries shall conduct and complete
such Remedial Action in material compliance with all applicable Environmental Laws, and in material accordance with the applicable
policies, orders and directives of all relevant Governmental Authorities except when, and only to the extent that, Borrower or
any such Restricted Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release
or threatened Release of any Contaminants is being contested in good faith by Borrower or any of such Restricted Subsidiaries.
In the event Borrower fails to take required actions to address such Release or threatened Release of Contaminants or to address
a violation of or liability under Environmental Law, the Administrative Agent may, upon providing the Borrower with 5 Business
Days’ prior written notice, enter the property and, at Borrower’s sole expense, perform whatever action the Administrative
Agent reasonably deems prudent to rectify the situation.


 






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6.22       Additional Collateral and Guaranties. Notify
the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Excluded Subsidiary
(including a Wholly-Owned Domestic Subsidiary that ceases for any reason to be an Excluded Subsidiary at any time), (ii) becomes
a First-Tier Foreign Subsidiary to the extent that a pledge of the Stock or Stock Equivalents thereof is required under the Security
Instruments, (iii) becomes a Canadian Subsidiary (unless the Canadian
Facility Termination has occurred), or (iv) is required to become a Guarantor and/or grant Collateral in compliance
with Section 6.24, and promptly thereafter (and in any event within 45 days, or such longer period of time permitted by
the Administrative Agent in its sole discretion):


 


(a)           (x) if such Person is a Wholly-Owned Domestic Subsidiary (other than an Excluded Subsidiary):


 


(i)        cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent
a Joinder Agreement to the Domestic Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate
for such purpose; and


 


(ii)       without duplication of clause (b)(x)(iii) below, cause such Person to deliver to the Administrative Agent documents of the
types referred to in clauses (iii), (vii) and (ix) of Section 4.01(a) and, at the reasonable request of the Administrative
Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to in clause (a)(x)(i)), all in form, content and scope reasonably satisfactory
to the Administrative Agent;


 


(y)           prior
to the Canadian Facility Termination if such Person is a Wholly-Owned Canadian Subsidiary (other than an Excluded Subsidiary):


 


(i)        cause such Wholly-Owned Canadian Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent
a Joinder Agreement to the Canadian Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate
for such purpose; and


 


(ii)       without duplication of clause (b)(y)(iii) below, cause such Person to deliver to the Administrative Agent documents of the
types referred to in clauses (iii), (vii) and (ix) of Section 4.01(a) and, at the reasonable request of the Administrative
Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to in clause (a)(y)(i)), all in form, content and scope reasonably satisfactory
to the Administrative Agent;


 


(b)          (x) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity or an Excluded Subsidiary:


 


(i)        cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or
supplements thereto, including to the Collateral Agreements), as specified by and in form and substance reasonably satisfactory
to the Administrative Agent (including delivery of all certificated Pledged Equity Interests in and of such Subsidiary, and other
instruments of the type specified in Section 4.01(a)(v), (vi), (ix) and (xi) solely to the extent required under the Collateral
Agreements), securing payment of all the Obligations and constituting Liens on all such real and personal properties,


 


(ii)       take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as
may be necessary or advisable in the reasonable opinion of


 






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the Administrative Agent to vest in the Administrative Agent (or in
any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject
to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third
parties in accordance with their terms (subject to Liens permitted by the Loan Documents); provided that no such actions
shall be required in any jurisdiction outside the United States and Canada;


 


(iii)      without duplication of clause (a)(x)(ii) above, cause such Person to deliver to the Administrative Agent documents of the
types referred to in clauses (v), (vi), (ix) and (xi) of Section 4.01(a) and, at the reasonable request of the Administrative
Agent, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to in clause (b)(x)(i) and the creation and perfection of Liens in clause
(b)(x)), all in form, content and scope reasonably satisfactory to the Administrative Agent; or


 


(y) prior
to the Canadian Facility Termination if such Person is a Wholly-Owned Canadian Subsidiary other than a BWXT Entity or
an Excluded Subsidiary:


 


(i)        cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or
supplements thereto, including to the Canadian Collateral Agreement), as specified by and in form and substance reasonably satisfactory
to the Administrative Agent (including delivery of all certificated Pledged Equity Interests in and of such Subsidiary, and other
instruments of the type specified in Section 4.01(a)(v), (vi), (ix) and (xi) solely to the extent required under
the Canadian Collateral Agreement), securing payment of the Obligations as specified in the Canadian Security Instruments and constituting
Liens on all such real and personal properties;


 


(ii)       take whatever action (including the filing of PPSA financing statements and the giving of notices) as may be necessary or
advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of
the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security
Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance
with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in
any jurisdiction outside the United States and Canada;


 


(iii)      without duplication of clause (a)(y)(ii) above, cause such Person to deliver to the Administrative Agent documents of the
types referred to in clauses (v), (vi), (ix) and (xi) of Section 4.01(a) and, at the request of the Administrative Agent,
favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to in clause (b)(y)(i)) and the creation and perfection of Liens described in clause
(b)(y), all in form, content and scope reasonably satisfactory to the Administrative Agent; and


 


(c)           if such Person is a First-Tier Foreign Subsidiary any of whose Stock constitutes Collateral and is owned by a Domestic Loan
Party (or a Person becoming a Domestic Loan Party pursuant to this Section and, in each case, other than a BWXT Entity), cause
such Domestic Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties such certificated Pledged
Equity Interests in and of such First-Tier Foreign Subsidiary, and such Security Instruments (or supplements thereto), in each
case, to the extent required under the Collateral Agreements and in form and substance reasonably


 






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satisfactory to the Administrative
Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Equity Interests.


 


Notwithstanding the
foregoing, no Loan Party shall be required to (i) execute or deliver any control agreements with respect to deposit accounts (other
than with respect to Cash Collateral), commodities accounts or securities accounts, (ii) make any filings to perfect Liens on intellectual
property, other than any such filings under the UCC or PPSA or with the U.S. Patent and Trademark Office, U.S. Copyright Office
or Canadian Intellectual Property Office, and (iii) make any filings or take any actions in any jurisdiction outside the United
States or Canada to create or perfect any Liens created by the Security Instruments.


 


6.23        Real Property. With respect to any fee interest
in any Material Real Property that is acquired or any lease of Real Property in Canada or the United States that is leased for
more than $5,000,000 annually, in either case after the Closing Date by the Borrower or any other Loan Party (other than a BWXT
Entity), the Borrower or the applicable Loan Party shall promptly (and, in any event, within 120 days following the date of such
acquisition, unless such date is extended by the Administrative Agent in its sole discretion) (i) in the case of any Material Real
Property, execute and deliver a first priority Mortgage (subject only to Liens permitted by this Agreement and such Mortgage) in
favor of the Administrative Agent, for the benefit of the Secured Parties, covering such Real Property and complying with the provisions
herein and in the Security Instruments, (ii) in the case of any leased Real Property in Canada or the United States, that is leased
for more than $5,000,000 annually, if requested by the Administrative Agent, use commercially reasonable efforts to execute and
deliver a first priority Mortgage (subject only to Liens permitted by this Agreement and such Mortgage) in favor of the Administrative
Agent, for the benefit of the Secured Parties, covering such Real Property and complying with the provisions herein and in the
Security Instruments, (iii) provide the Secured Parties with title insurance in an amount at least equal to the purchase price
of such Real Property (or such other amount as the Administrative Agent shall reasonably specify) described in clauses (i) or (ii)
above, and if applicable, flood insurance and lease estoppel certificates, all in accordance with the standards for deliveries
contemplated on the Closing Date, as described in Section 4.01(a)(vi) hereof, (iv) if reasonably requested by the Administrative
Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (v) if requested by the Administrative
Agent, use commercially reasonable efforts to obtain Landlord Lien Waivers for each Real Property leasehold interest in Canada
or the United States on which a manufacturing facility or warehouse or other facility where Collateral is stored or held (but excluding
any office lease that does not include manufacturing or warehouse facilities), provided that no such Landlord Lien Waiver
shall be required for any location at which Collateral is stored or located unless the aggregate value of Collateral stored or
held at such location exceeds $5,000,000.


 


6.24       BWXT Entities. If, on or after the Closing
Date, any BWXT Entity that is, or is required to be, a Guarantor shall pledge its assets or properties in support of or otherwise
create or suffer to exist any Lien upon or with respect to any of their respective properties or assets, whether now owned or hereafter
acquired, to secure any Indebtedness described in clause (a) or (b) of such definition (other than the Obligations) then such Person
shall immediately cease to be a BWXT Entity and the Borrower shall promptly cause such BWXT Entity to pledge its assets and properties
as Collateral pursuant to the Security Instruments and take all such other actions of the type described in Section 6.22,
6.23 and 6.25 with respect to Wholly-Owned Domestic Subsidiaries that are required to provide Collateral pursuant
to the Security Instruments (including without limitation, the execution and delivery of a Customary Intercreditor Agreement or
other applicable documentation reasonably requested by the Administrative Agent and reasonably satisfactory to the Administrative
Agent to ensure that the Administrative Agent’s Lien on behalf of the Secured Parties with respect to the properties and
assets securing such other Financial Covenant Debt will rank equal and ratable with the Liens securing such other Financial Covenant
Debt).


 






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6.25       Further Assurances. Promptly upon request
by the Administrative Agent, or any Lender through the Administrative Agent, the Borrower or the applicable Loan Party shall (a)
correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any
and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through
the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the
Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s (other than any BWXT Entity’s)
properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Instruments,
(iii) perfect and maintain the validity, effectiveness and priority of any of the Security Instruments and any of the Liens intended
to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto
the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document
or under any other instrument executed in connection with any Loan Document to which any Loan Party (other than any BWXT Entity,
subject to Section 6.24) is or is to be a party, and cause each of its Restricted Subsidiaries that is required by this Agreement
to be a Guarantor (other than any BWXT Entity, subject to Section 6.24) to do so. Notwithstanding anything to the contrary contained
in this Section 6.25 or any Loan Document, no Loan Party shall be required to (i) execute or deliver any control agreements
with respect to deposit accounts (other than with respect to Cash Collateral), commodities accounts or securities accounts, (ii)
make any filings to perfect Liens on intellectual property, other than any such filings under the UCC or PPSA or with the U.S.
Patent and Trademark Office, U.S. Copyright Office or Canadian Intellectual Property Office, and (iii) make any filings or take
any actions in any jurisdiction outside the United States or Canada to create or perfect any Liens created by the Security Instruments.


 


6.26       Anti-Corruption Laws; Sanctions. The Borrower
and its Subsidiaries have instituted and the Borrower will, and will cause its Subsidiaries to, maintain in effect and enforce
policies and procedures intended to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors,
officers, employees and agents (in their respective activities on behalf of the Borrower and its Subsidiaries) with applicable
Anti-Corruption Laws and applicable Sanctions.


 


6.27       Cash Collateralization of Extended Letters of Credit. The
Borrower shall provide Cash Collateral (in an amount equal to 105% of the maximum face amount of each Extended Letter of Credit,
calculated in accordance with Section 1.08) to each applicable L/C Issuer with respect to each Extended Letter of Credit
issued by such L/C Issuer by a date that is no earlier than 120 days prior to the Maturity Date, but no later than 95 days prior
to the Maturity Date (or, if such Letter of Credit is issued on or after the date that is 95 days prior to the Maturity Date, on
the date of issuance thereof); provided that if the Borrower fails to provide Cash Collateral with respect to any such Extended
Letter of Credit by such time, such event shall be treated as a drawing under such Extended Letter of Credit (in an amount equal
to 105% of the maximum face amount of each such Letter of Credit, calculated in accordance with Section 1.08), which shall
be reimbursed (or participations therein funded) in accordance with Section 2.03(c), with the proceeds being utilized to
provide Cash Collateral for such Letter of Credit.


 


6.28       Unrestricted Subsidiaries. The Administrative Borrower may at any time after the
Closing Date designate any Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary or any Unrestricted
Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before
and after such designation, no Event of Default shall have occurred and be continuing, (ii) in the case of the designation of any
Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated
as an amount equal to the sum of (x) the fair market value of the Stock of the designated Subsidiary that are owned by the Borrower
or any Restricted Subsidiary, immediately prior to such designation and (y) the aggregate principal amount of any Indebtedness
owed by such Subsidiary to the Borrower or any of its


 






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Restricted Subsidiaries immediately prior to such designation, all calculated,
on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.03, (iii) no Subsidiary
may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior
Notes Indenture or any refinancing thereof permitted by Section 7.01(f) or (II) any Incremental Equivalent Debt or other
debt instrument, in each case of this clause (II), with a principal amount in excess of $50,000,000, (iv) immediately after giving
effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions
of Section 6.22 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary
of an Unrestricted Subsidiary and (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of
(x) the Subsidiary to be so designated and (y) its Subsidiaries has not, at the time of designation, and does not thereafter, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to
which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary (other than Stock in an Unrestricted
Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the
time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and
(ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal
to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary.


 


6.29          
Post-Closing Covenant. 


 


(a)               
As soon as reasonably practical, but in no event later than one hundred twenty (120) days following the Closing Date (or
such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall deliver, or cause to
be delivered (a) a duly executed (i) Mortgage and (ii) assignment of rents and leases, each in respect of 581 Coronation Blvd.,
Cambridge, Ontario, Canada N1R 3V3 (the “Cambridge Property”) and in form and substance reasonably acceptable
to the Administrative Agent, which Mortgage and assignment of rents and leases shall have been duly registered in all jurisdictions
where required by applicable law or where the Administrative Agent considers it reasonably necessary to do so, together with (b)
a title insurance policy in form, containing endorsements and in amounts reasonably acceptable to the Administrative Agent, issued,
coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring such Mortgage to be valid first and
subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, construction,
mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, (c)
a favourable and customary opinion of Stikeman Elliott, Canadian counsel to the Loan Parties, addressed to the Administrative Agent
and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and addressing such matters concerning
the applicable Loan Parties and such Mortgage as the Administrative Agent may reasonably request, and (d) if applicable, a beneficial
owner agreement in form and substance reasonably acceptable to the Administrative Agent, between each registered owner of the Cambridge
Property and each beneficial owner of the Cambridge Property, if applicable, in respect of the direction and acknowledgement of
the security interests and charges granted by the registered owners and the beneficial owners under the Mortgage and the assignment
of rents and leases.


 


(b)           As soon as reasonably practical, but in no event later than thirty (30) days following the Closing Date (or such later date
as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall use commercially reasonable efforts
to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative
Agent, the following executed Estoppel Letters:


 


(i)               
Element Fleet Management Inc. (re: File No. 736491411 against BWXT Canada Ltd. and BWXT Nuclear Energy Canada Inc.);


 






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(ii)              
Hyundai Capital Lease Inc. / Kia Motors Finance (re: File No. 716691915 against BWXT Canada Ltd.);


 


(iii)            
Xerox Canada Ltd. (re: File No. 702299313 against BWXT Canada Ltd. and Babcock & Wilcox Industries Ltd. (predecessor
to BWXT Canada Ltd.) and File Nos. 723038724, 722758014, 722757924, and 722370492 against GE-Hitachi Nuclear Energy Canada Inc./GE-Hitachi
Energie Nucleaire Canada Inc and GE-Hitachi Nucear Energy Canada Inc., predecessor to BWXT Nuclear Energy Canada Inc.);


 


(iv)            
Dell Financial Services Canada Limited (re: File Nos. 726354135 and 726354126 against BWXT Nuclear Energy Canada Inc.);


 


(v)             
GE Vehicle and Equipment Leasing (now Element Fleet Management) (re: File No. 656470278 against Babcock & Wilcox Canada
Ltd. (prior name of BWXT Canada Ltd.); and


 


(vi)           
Ontario Power Generation Inc. (re: File 876465342) against Babcock & Wilcox Canada Ltd. (prior name of BWXT Canada Ltd.).


 


(c)          
As soon as reasonably practical, but in no event later than thirty (30) days following the Closing Date (or such later date
as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall cause the issued and outstanding Stock
of BWXT Canada Holdings Corp., BWXT Canada Ltd., BWXT ITG Canada, Inc. and BWXT Nuclear Energy Canada Inc., in each case, to be
evidenced by a certificate and delivered to the Administrative Agent, together with duly executed stock transfer powers.


 


(d)         
As soon as reasonably practical, but in no event later than one hundred twenty (120) days following the Closing Date (or
such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall deliver (or cause to
be delivered) in accordance with Section 6.23, a duly executed Landlord Lien Waiver in respect of 695 Bishop St. N, Cambridge,
Ontario, Canada, N3H 2K8, in form and substance reasonably acceptable to the Administrative Agent.


 


ARTICLE
VII.

NEGATIVE COVENANTS


 


The Borrower agrees with the Lenders and
the Administrative Agent to each of the following, from the Closing Date and thereafter as long as any Obligation or any Commitment
remains outstanding and, in each case, unless the Required Lenders otherwise consent in writing (provided that references
herein to “Restricted Subsidiaries” shall exclude any Captive Insurance Subsidiary for all Sections under this Article
VII except Sections 7.01 and 7.02):


 


 


7.01      
Indebtedness. The Borrower shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness except for the following:


 


(a)         
Indebtedness under (x) the Loan Documents, (y) the Senior Notes Indenture and the documents arising thereunder and (z) any
Incremental Equivalent Debt;


 


(b)         
Indebtedness outstanding on the Closing Date and listed on Schedule 7.01;


 


(c)               
Guaranty Obligations incurred by (x) the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower
or any Guarantor that is permitted by this Section 7.01 (other than clauses (h) or (p) below) or (y) any Restricted Subsidiary
that is not a Loan Party in respect of any Indebtedness


 






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of any other Restricted Subsidiary that is not a Loan Party that is permitted
by this Section 7.01 (other than clause (h) below);


 


(d)          Guaranty Obligations in respect of operating leases of the Borrower or any Restricted Subsidiary;


 


(e)          (i) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for tangible property, (ii) Indebtedness
in respect of sale and leaseback transactions permitted by Section 7.12 and (iii) other secured Indebtedness (including
secured Indebtedness incurred or assumed by the Borrower and its Restricted Subsidiaries in connection with a Permitted Acquisition);
provided, however, that the aggregate principal amount of all such Indebtedness permitted by this subsection (e)
at any one time outstanding shall not exceed the greater of (x) $150,000,000 and (y) 40% of EBITDA for the Administrative Borrower
and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements
and certificates required by Section 6.01(a) or 6.01(b) have been delivered and the Liens securing such Indebtedness
shall be within the limitations set forth in Sections 7.02(d), 7.02(e) or 7.02(k);


 


(f)           renewals, extensions, refinancings and refundings of Indebtedness permitted by clause (a)(y), (b) or (e) above or this clause
(f); provided, however, that any such renewal, extension, refinancing or refunding is in an original aggregate principal
amount not greater than the original principal amount of (plus reasonable fees, expenses, accrued and unpaid interest, and any
premium incurred in connection with the renewal, extension, refinancing or refunding of such Indebtedness), and is on terms that
in the aggregate are not materially less (when taken as a whole) favorable to the Borrower or such Restricted Subsidiary than,
including as to weighted average maturity, the Indebtedness being renewed, extended, refinanced or refunded;


 


(g)          Indebtedness arising from intercompany loans among the Borrowers and their Restricted Subsidiaries; provided that
(x) if any such Indebtedness owing to a Loan Party that is a party to the Collateral Agreements is evidenced by a promissory note,
such note shall be subject to a first priority Lien pursuant to the Collateral Agreements, (y) all such Indebtedness owed by a
Loan Party to a Restricted Subsidiary that is not a Loan Party shall be Subordinated Debt, and (z) any payment by any Guarantor
under any guaranty of the Obligations shall result in a commensurate reduction of the amount of any Indebtedness owed by such Restricted
Subsidiary to the Borrower or to any of its Restricted Subsidiaries for whose benefit such payment is made; provided, further,
that, in each case, the Investment in the intercompany loan by the lender thereof is permitted under Section 7.03;


 


(h)          Non-Recourse Indebtedness;


 


(i)           Indebtedness under or in respect of Swap Contracts that are not speculative in nature;


 


(j)           unsecured Indebtedness of any Restricted Subsidiary (other than a Guarantor) in aggregate principal amount at any time outstanding
not to exceed the greater of (x) $150,000,000 and (y) 40% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries
for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required
by Section 6.01(a) or 6.01(b) have been delivered;


 


(k)          Indebtedness in respect of any insurance premium financing for insurance being acquired by the Borrower or any Restricted
Subsidiary under customary terms and conditions and not in connection with the borrowing of money;


 


(l)           Indebtedness under or in respect of Cash Management Agreements;


 






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(m)         Indebtedness in respect of matured or drawn Performance Guarantees in the nature of letters of credit, bankers acceptances,
bank guarantees or other similar obligations, but only so long as such Indebtedness is reimbursed or extinguished within 5 Business
Days of being matured or drawn;


 


(n)          Indebtedness in respect of matured or drawn Performance Guarantees in the nature of surety bonds, performance bonds and
other similar obligations, in each case that would appear as indebtedness on a consolidated balance sheet of the Borrower prepared
in accordance with GAAP, in an aggregate amount at any time outstanding not to exceed the greater of (x) $150,000,000 and (y) 40%
of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior
to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been
delivered;


 


(o)          Cash Collateralized Letters of Credit;


 


(p)          Indebtedness of the Borrower and/or any Guarantor (such Indebtedness, “Permitted Ratio Debt”) so long
as, after giving effect thereto on a pro forma basis, including the application of the proceeds thereof (in each case, without
 “netting” the cash proceeds of the applicable Indebtedness being incurred) and subject to no Default or Event of Default
having occurred and be continuing or resulting therefrom (A) if such Indebtedness is secured by a Lien on the Collateral that is
junior to the Lien on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 3.00 to 1.00 or (B) if
such Indebtedness is unsecured, the Leverage Ratio does not exceed 3.50 to 1.00; provided that any such Permitted Ratio
Debt shall be (subject to Section 1.09 hereof), in each case, subject to the requirements of clauses (b) through (f) of the definition
of Incremental Equivalent Debt (provided however, that clause (d) of the definition of Incremental Equivalent Debt shall
apply to Permitted Ratio Debt incurred under clause (A) hereunder only);


 


(q)          Indebtedness incurred by the Borrower or any Restricted Subsidiary representing deferred compensation to employees of the
Borrower or any Restricted Subsidiary incurred in the ordinary course of business;


 


(r)           Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other
similar arrangements incurred by such Person in connection with Permitted Acquisitions and Investments permitted under Section
7.03;


 


(s)          Indebtedness in connection with intercompany cash management arrangements and related activities in the ordinary course
of business;


 


(t)           Indebtedness consisting of take-or-pay obligations of the Borrower or any Restricted Subsidiary contained in supply arrangements,
in each case, in the ordinary course of business;


 


(u)          Indebtedness consisting of obligations owing under any customer or supplier incentive, supply, license or similar agreements
entered into in the ordinary course of business; and


 


(v)          customer deposits and advance payments received in the ordinary course of business from customers for goods and services
purchased in the ordinary course of business.


 


7.02       Liens. The Borrower shall not, and shall not
permit any of its Restricted Subsidiaries to, create or suffer to exist any Lien upon or with respect to any of their respective
properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its Restricted Subsidiaries to assign,
any right to receive income, except for the following:


 






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(a)          Liens created (i) pursuant to any Loan Document, (ii) any Incremental Equivalent Debt that is permitted to be secured hereunder
and (iii) and Permitted Ratio Debt incurred under Section 7.01(p)(A);


 


(b)          Liens existing on the Closing Date and listed on Schedule 7.02;


 


(c)          Customary Permitted Liens;


 


(d)          Liens granted by the Borrower or any Restricted Subsidiary of the Borrower under a Capital Lease and Liens to which any
property is subject at the time, on or after the Closing Date, of the Borrower’s or such Restricted Subsidiary’s acquisition
thereof in accordance with this Agreement, in each case securing Indebtedness permitted under Section 7.01(e) and limited
to the property purchased (and proceeds thereof) with the proceeds subject to such Capital Lease or Indebtedness;


 


(e)          purchase money security interests in real property, improvements thereto or equipment (including any item of equipment purchased
in connection with a particular construction project that the Borrower or a Restricted Subsidiary expects to sell to its customer
with respect to such project and that, pending such sale, is classified as inventory) hereafter acquired (or, in the case of improvements,
constructed) by the Borrower or any of its Restricted Subsidiaries; provided, however, that (i) such security interests
secure purchase money Indebtedness permitted under Section 7.01(e) and are limited to the property purchased with the proceeds
of such purchase money Indebtedness (and proceeds thereof), (ii) such security interests are incurred, and the Indebtedness secured
thereby is created, within ninety days of such acquisition or construction, and (iii) the Indebtedness secured thereby does not
exceed the lesser of the cost or Fair Market Value of such real property, improvements or equipment at the time of such acquisition
or construction;


 


(f)           any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by
clause (b), (d) or (e) above, this clause (f) or clause (k) below, without any material change in the assets subject to such Lien;


 


(g)          Liens in favor of lessors securing operating leases permitted hereunder;


 


(h)          Liens securing Non-Recourse Indebtedness permitted under Section 7.01(h) on (i) the assets of the Restricted Subsidiary
or Joint Venture financed by such Non-Recourse Indebtedness and (ii) the Stock of the Joint Venture or Restricted Subsidiary financed
by such Non-Recourse Indebtedness;


 


(i)           Liens arising out of judgments or awards and not constituting an Event of Default under Section 8.01(g);


 


(j)           Liens encumbering inventory, work-in-process and related property in favor of customers or suppliers securing obligations
and other liabilities to such customers or suppliers (other than Indebtedness) to the extent such Liens are granted in the ordinary
course of business and are consistent with past business practices;


 


(k)          Liens not otherwise permitted hereunder securing Indebtedness permitted by Section 7.01(e)(ii) or (iii) and
encumbering assets (including Stock or Stock Equivalents held by such Person) of (i) Foreign Subsidiaries (other than Canadian
Loan Parties) or (ii) Domestic Subsidiaries that are not, in each case (and are not required to be) Guarantors and in each case
that do not constitute Collateral;


 


(l)           Liens with respect to foreign exchange netting arrangements to the extent incurred in the ordinary course of business and
consistent with past business practices; provided that the aggregate


 






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outstanding amount of all such obligations and liabilities
secured by such Liens shall not exceed $10,000,000 at any time;


 


(m)         Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods in the ordinary course of business;


 


(n)          Liens securing insurance premium financing permitted under Section 7.01(k) under customary terms and conditions;
provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing,
the proceeds thereof and any unearned or refunded insurance premiums related thereto;


 


(o)          Liens not otherwise permitted by this Section securing obligations or other liabilities (other than Indebtedness for borrowed
money) of the Borrower or its Restricted Subsidiaries; provided that the aggregate outstanding amount of all such obligations
and liabilities secured by such Liens shall not exceed at any time the greater of (x) $20,000,000 and (y) 5.2% of EBITDA for the
Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for
which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered;


 


(p)          Liens on Cash Collateral securing only Cash Collateralized Letters of Credit;


 


(q)          any pledge of or Liens on the Stock or Stock Equivalents of an Unrestricted Subsidiary;


 


(r)           Liens securing reimbursement obligations of any Foreign Subsidiary (other than a Canadian Guarantor) in respect of Performance
Guarantees (including any obligation to make payments in connection with such performance, but excluding obligations for the payment
of borrowed money) issued by a Person that is not the Borrower or an Affiliate of the Borrower; provided such Liens shall
be limited to (i) any contract as to which such Performance Guarantee provides credit support, (ii) any accounts receivable arising
out of such contract and (iii) the deposit account into which such accounts receivable are deposited (the property described in
clauses (i) through (iii), collectively, the “Performance Guarantee Collateral”); and


 


(s)          Liens on cash or Cash Equivalents securing (i) reimbursement obligations in respect of Performance Guarantees and other
similar obligations (including any obligation to make payments in connection with such performance, but excluding obligations for
the payment of borrowed money) and (ii) Swap Contracts that are not speculative in nature; provided that, in each case,
the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed at any time the
greater of (x) $200,000,000 and (y) 52% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last
four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section
6.01(a) or 6.01(b) have been delivered.


 


7.03       Investments. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly make or maintain any Investment except for the following:


 


(a)          Investments existing on the Closing Date and disclosed on Schedule 7.03, and any refinancings of such Investments
to the extent constituting Indebtedness otherwise permitted under Section 7.01(b), provided such refinancing complies
with the provisions of Section 7.01(f);


 


(b)          Investments held by the Borrower or such Restricted Subsidiary in the form of cash or Cash Equivalents (determined, in the
case of Cash Equivalents, to be Cash Equivalents at the time such Investment was made);


 






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(c)          Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items
arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Borrower
and its Restricted Subsidiaries;


 


(d)          Investments received in settlement of amounts due to the Borrower or any Restricted Subsidiary of the Borrower effected
in the ordinary course of business;


 


(e)          Investments by the Borrower in any Wholly-Owned Restricted Subsidiary and Investments of any Wholly-Owned Restricted Subsidiary
in the Borrower or in another Wholly-Owned Restricted Subsidiary;


 


(f)           loans or advances to employees of the Borrower or any of its Restricted Subsidiaries (or guaranties of loans and advances
made by a third party to employees of the Borrower or any of its Subsidiaries) in the ordinary course of business; provided,
that the aggregate principal amount of all such loans and advances and guaranties of loans and advances shall not exceed $1,000,000
at any time;


 


(g)          Investments constituting Guaranty Obligations permitted by Section 7.01;


 


(h)          Investments in connection with a Permitted Acquisition;


 


(i)           Investments in Rabbi Trusts in an aggregate amount not to exceed the greater of (x) $15,000,000 (plus income and capital
growth with respect thereto) and (y) 4.0% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last
four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section
6.01(a) or 6.01(b) have been delivered;


 


(j)           Investments in the nature of, and arising directly as a result of, consideration received in connection with an Asset Sale
made in compliance with Section 7.04;


 


(k)          Investments (including debt obligations and Stock and Stock Equivalents) received in connection with the bankruptcy or reorganization
of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business
and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;


 


(l)           Investments in the Borrower or any of its Restricted Subsidiaries in connection with intercompany cash management arrangements
and related activities in the ordinary course of business;


 


(m)         advances of payroll payments to employees in the ordinary course of business;


 


(n)          guarantees by the Borrower or any Restricted Subsidiary of operating leases;


 


(o)          Investments in the ordinary course consisting of endorsements for collection or deposit;


 


(p)          (i) Investments of any Restricted Subsidiary acquired after the Closing Date (other than as a result of a redesignation
of any Unrestricted Subsidiary), or of any Person (other than an Unrestricted Subsidiary) acquired by, or merged into or consolidated
or amalgamated with, the Administrative Borrower or any of its Restricted Subsidiary after the Closing Date, in each case pursuant
to an Investment otherwise permitted by this Section 7.03 to the extent that such Investments of such Person were not made
in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted
under clause (i) of this Section 7.03(p) so long as any


 






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such modification, replacement, renewal or extension thereof does
not increase the amount of such Investment;


 


(q)          Investments made in connection with the Foreign Subsidiary Reorganization;


 


(r)           other Investments not constituting Acquisitions by the Borrower or any Restricted Subsidiary made after the Closing Date;
provided that the aggregate outstanding amount of all Investments made pursuant to this clause (r) shall not exceed the
greater of (x) $175,000,000 and (y) 45% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last
four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section
6.01(a) or 6.01(b) have been delivered; provided further that the limitation described in the prior proviso shall
be suspended at a time when the Secured Leverage Ratio (after giving pro forma effect to such Investments and any Indebtedness
incurred in connection therewith) was less than 2.50 to 1.00 (and any such Investments made during such period shall not count
against, or reduce the amounts set forth in clauses (x) and (y) above); provided further that upon request by the Administrative
Agent at any time the Secured Leverage Ratio is greater than or equal to 2.50 to 1.00, the Borrower shall deliver to the Administrative
Agent a schedule of all then-outstanding Investments made pursuant to this clause (r) at a time when the Secured Leverage Ratio
was less than 2.50 to 1.00; and


 


(s)          Investments to the extent made with the Available Amount; provided that (x) no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof and (y) after giving effect to such Investment, the Administrative
Borrower shall be in pro forma compliance with each of the financial covenants contained in Section 7.14.


 


For purposes of covenant
compliance, the amount of any Investment shall be the original cost of such Investment, minus the amount of any portion
of such Investment repaid to the investor as a dividend, repayment of loan or advance, release or discharge of a guarantee or other
obligation or other transfer of property or return of capital, as the case may be, but without any other adjustments for increases
or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or interest earned on such Investment.


 


7.04       Asset Sales. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of any of their respective
assets or any interest therein (including the sale or factoring at maturity of any accounts) to any Person, or permit or suffer
any other Person to acquire any interest in any of their respective assets or, in the case of any Restricted Subsidiary, issue
or sell any shares of such Restricted Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset
Sale”) except for the following:


 


(a)          the sale or disposition of inventory in the ordinary course of business;


 


(b)          dispositions of cash and Cash Equivalents;


 


(c)          transfers resulting from any taking or condemnation of any property of the Borrower or any of its Subsidiaries (or, as long
as no Default exists or would result therefrom, deed in lieu thereof);


 


(d)          the disposition of property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;


 






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(e)          dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between
the joint venture parties set forth in, joint venture arrangements and similar binding arrangements;


 


(f)           as long as no Default exists or would result therefrom, the sale or disposition of equipment that the Administrative Borrower
reasonably determines is no longer useful in its or its Restricted Subsidiaries’ business, has become obsolete, damaged,
worn-out or surplus or is replaced in the ordinary course of business;


 


(g)          as long as no Default exists or would result therefrom, the sale or disposition of assets (including the issuance or sale
of Stock or Stock Equivalents) of any Subsidiary that either (i) is not a Wholly-Owned Restricted Subsidiary or (ii) is an Immaterial
Subsidiary that, in each case, both at the time of such sale and as of the Closing Date (or if later, the time of formation or
acquisition of such Restricted Subsidiary), do not constitute, in the aggregate, all or substantially all of the assets (or the
Stock or Stock Equivalents) of such Restricted Subsidiary;


 


(h)          as long as no Default exists or would result therefrom, the lease or sublease of Real Property not constituting a sale and
leaseback, to the extent not otherwise prohibited by this Agreement or the Mortgages;


 


(i)            as long as no Default exists or would result therefrom, non-exclusive assignments and licenses of intellectual property
of the Borrower and its Subsidiaries in the ordinary course of business and dispositions in the ordinary course of business consisting
of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material
to the conduct of the business of the Borrower or any Restricted Subsidiary;


 


(j)            as long as no Default exists or would result therefrom, discounts, adjustments, settlements and compromises of accounts
and contract claims in the ordinary course of business;


 


(k)           any Asset Sale (i) to the Borrower or any Guarantor or (ii) by any Restricted Subsidiary that is not a Loan Party to another
Restricted Subsidiary that is not a Loan Party;


 


(l)            as long as no Default exists or would result therefrom, any other Asset Sale for Fair Market Value and where either (A)
at least 75% of the consideration received therefor is cash or Cash Equivalents or (B) the Non-Cash Consideration from such Asset
Sale and all other Asset Sales made in reliance upon this subclause (B) during any Fiscal Year does not exceed the greater of (x)
$10,000,000 and (y) 0.65% of Consolidated Total Assets as of the last day of the immediately preceding Fiscal Year; provided,
however, that with respect to any such Asset Sale in accordance with this clause (l), the aggregate consideration received
for the sale of all assets sold in accordance with this clause (l) during any Fiscal Year, including such Asset Sale, shall not
exceed the greater of (x) $75,000,000 and (y) 5% of Consolidated Total Assets as of the last day of the immediately preceding Fiscal
Year;


 


(m)         any single transaction or series of related transactions so long as neither such single transaction nor such series of related
transactions involves assets having a Fair Market Value of more than $3,500,000;


 


(n)          Asset Sales permitted by Section 7.12, Investments permitted by Section 7.03 and Restricted Payments permitted
by Section 7.05;


 


(o)          the Foreign Subsidiary Reorganization;


 


 



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(p)          as long as no Default exists or would result therefrom, the sale or disposition of equity securities and debt securities
issued by Centrus Energy Corp.; provided that (i) at least 75% of the consideration received therefor is cash or Cash Equivalents
and (ii) such Asset Sale is for Fair Market Value or the Borrower otherwise determines that such price is fair and reasonable in
light of the circumstances under which such Asset Sale is made; and


 


(q)          The sale or disposition of the Stock or Stock Equivalents of any Unrestricted Subsidiary.


 


7.05       Restricted Payments. The Borrower shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, declare, order, pay or make any sum for any
Restricted Payment except for: 


 


(a)           Restricted
Payments by the Borrower to any Guarantor;


 


(b)           Restricted Payments by (i) any Restricted Subsidiary of the Borrower to the Borrower or any Guarantor or (ii) any Restricted
Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party;


 


(c)           Cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exchangeable for Stock or Stock Equivalents of the Borrower or any of its Restricted Subsidiaries;


 


(d)           Restricted Payments by any Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary to the Borrower or any
Guarantor and to any other direct or indirect holders of equity interests in such Restricted Subsidiary to the extent (i) such
Restricted Payments are made pro rata (or on a basis more favorable to the Borrower or such Guarantor) among the holders
of the equity interests in such Restricted Subsidiary or (ii) pursuant to the terms of the joint venture or other distribution
agreement for such Restricted Subsidiary in form and substance approved by the Administrative Agent (such approval not to be unreasonably
withheld or delayed);


 


(e)           any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect,
of any Stock or Stock Equivalents of the Borrower or any of its Restricted Subsidiaries (i) made solely with the proceeds received
from the exercise of any warrant or option or (ii) that is deemed to occur upon the cashless exercise of stock options or warrants;


 


(f)            the repurchase, redemption or other acquisition or retirement for value of any Stock or Stock Equivalents of the Borrower
or any Restricted Subsidiary held by any current or former officer, director or employee pursuant to any equity-based
compensation plan, equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in
an aggregate amount not to exceed in any Fiscal Year the greater of (x) $20,000,000 and (y) 5.2% of EBITDA for the Administrative
Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial
statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered;


 


(g)           so long as no Default exists or would result therefrom, the Borrower may make Restricted Payments of the type described
in clauses (a) and (b) of the definition thereof (including Restricted Payments of the type described in clause (f) of this Section
that are in excess of the aggregate amount permitted in clause (f) of this Section) (and any such Restricted Payment made during
such period shall not count against, or reduce the amounts set forth in the following proviso to the extent such Restricted Payment
was made in compliance with the ratio described therein); provided that the aggregate amount of all Restricted Payments
made under this clause (g) at a time when the Leverage Ratio (after giving pro forma effect to such proposed Restricted
Payment and any Indebtedness incurred in connection therewith) was


 






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greater than or equal to 2.50 to 1.00 shall not exceed in any
Fiscal Year the greater of (x) $150,000,000 and (y) 40% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries
for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required
by Section 6.01(a) or 6.01(b) have been delivered; and


 


(h)           any Restricted Payment unless, at the time of and immediately after giving effect to such Restricted Payment, such Restricted
Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount)
made by the Borrower and the Restricted Subsidiaries after the Closing Date, does not exceed the Available Amount at such time;
provided that (x) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof
and (y) after giving effect to such Restricted Payment, the Administrative Borrower shall be in pro forma compliance with
each of the financial covenants contained in Section 7.14.


 


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


 


(a)            any Restricted Subsidiary may merge, amalgamate or consolidate with or into (i) the Borrower, provided that the Borrower
shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor
is merging, amalgamating or consolidating with or into another Restricted Subsidiary, the continuing or surviving Person shall
be a Guarantor (whether as the survivor or by becoming a Guarantor in a manner reasonably satisfactory to the Administrative Agent,
including by joining the Guaranty);


 


(b)           any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor,
then the transferee must either be the Borrower or a Guarantor;


 


(c)            any Unrestricted Subsidiary may be acquired by, or merged into or consolidated or amalgamated with, the Borrower or any
Restricted Subsidiary, subject to compliance with the provisions of Section 6.28(i) and (iv), as if applicable thereto;


 


(d)           any Person may be merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary of the Borrower
in connection with a transaction that constitutes a Permitted Acquisition, provided that (i) if the Borrower is a party
to such transaction, the Borrower shall be the continuing or surviving Person, or (ii) if a Guarantor is a party to such transaction,
the continuing or surviving Person shall be a Guarantor (whether as the survivor or by becoming a Guarantor in a manner reasonably
satisfactory to the Administrative Agent, including by joining the Guaranty);


 


(e)           any Restricted Subsidiary may dissolve or liquidate so long as (i) such dissolution or liquidation could not reasonably
be expected to result in a Material Adverse Effect or have a material adverse effect on the value of the Guaranty or the Collateral
(if any) and (ii) if such dissolving Restricted Subsidiary is a Guarantor, it transfers all or substantially all of its assets
and operations to another Guarantor; and


 


(f)            an Asset Sale permitted under Section 7.04 may be consummated.


 


7.07        Change in Nature of Business. The Borrower shall not, and shall not permit any
of its Restricted Subsidiaries to, engage in any business other than the Eligible Line of Business.


 






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7.08        Transactions with Affiliates. The Borrower shall not, and shall not permit any
of its Restricted Subsidiaries to, enter into any transaction of any kind involving aggregate payments or consideration in excess
of $1,000,000 with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable
terms substantially as favorable to the Borrower or such Restricted Subsidiary as could reasonably be expected to be obtainable
by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than
an Affiliate except:


 


(a)           transactions among the Borrower and its Restricted Subsidiaries not otherwise prohibited under the Loan Documents;


 


(b)           Restricted Payments and Investments otherwise permitted by this Agreement;


 


(c)           transactions in accordance with the Affiliate Agreements or as thereafter amended or replaced in any manner that, taken
as a whole, is not more disadvantageous to the Lenders or the Borrower in any material respect than such agreement as it was in
effect on the Closing Date;


 


(d)           reasonable director, officer and employee compensation (including bonuses) and other benefits (including pursuant to any
employment agreement or any retirement, health, stock option or other benefit plan) and indemnification and insurance arrangements,
in each case, as determined in good faith by the Borrower’s board of directors or senior management;


 


(e)           the entering into of a tax sharing agreement, or payments pursuant thereto, between the Borrower and/or one or more Restricted
Subsidiaries, on the one hand, and any Tax Affiliate, on the other hand, which payments by the Borrower and its Restricted Subsidiaries
are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis;


 


(f)            so long as the Borrower is subject to the filing requirements of the SEC, any transaction not otherwise prohibited under
the Loan Documents with a Person that would constitute an Affiliate of the Borrower solely because the Borrower or a Restricted
Subsidiary owns Stock in or otherwise Controls such Person;


 


(g)           pledges by the Borrower or any Restricted Subsidiary of Stock of any Joint Venture in a transaction permitted by Section
7.02(h)(ii); and


 


(h)           any transaction entered into by a Person prior to the time such Person becomes a Restricted Subsidiary or is merged or consolidated
into the Borrower or a Restricted Subsidiary (provided that such transaction is not entered into in contemplation of such
event).


 


7.09        [RESERVED]


 


7.10        Fiscal Year. The Borrower shall not change its Fiscal Year.


 


7.11        Use of Proceeds. The Borrower shall not, and
shall not permit any of its Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to purchase
or carry margin stock (within the meaning of Regulation U of the FRB) in contravention of Regulation U of the FRB.


 


7.12        Sale Leasebacks. The Borrower shall not, and
shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction unless the proceeds of such
transaction received by the Loan Parties equal the Fair Market Value of the properties subject to such transaction and, after giving
effect to such sale and leaseback transaction, the aggregate Fair Market Value of all properties


 






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covered at any one time by all
sale and leaseback transactions permitted hereunder (other than any sale and leaseback transaction of property entered into within
90 days of the acquisition of such property) does not exceed the greater of (x) $20,000,000 and (y) 1.3% of Consolidated Total
Assets as of the last day of the immediately preceding Fiscal Year.


 


7.13        Anti-Corruption Laws. The Borrower shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly, use the proceeds of any Credit Extension in violation
of applicable Anti-Corruption Laws.


 


7.14        Financial Covenants. 


 


(a)           Interest Coverage Ratio. The Borrower shall not permit the Interest Coverage Ratio as of the end of any Fiscal Quarter
to be less than 3.00 to 1.00.


 


(b)           Leverage Ratio. The Borrower shall not permit the Leverage Ratio as of the end of any Fiscal Quarter to be greater
than 4.00 to 1.00; provided that, at the Borrower’s option, the maximum Leverage Ratio permitted by this clause (b)
may be increased to 4.50 to 1.00 (each such election, a “Leverage Ratio Increase”) for the four consecutive
Fiscal Quarter ending dates (or such shorter time, as may be elected by the Borrower) immediately following the consummation of
a Material Acquisition by the Borrower or a Restricted Subsidiary; provided further that, in any event (without regard to the making
of more than one Material Acquisition), the maximum Leverage Ratio permitted by this clause (b) must return to 4.00 to 1.00 for
the Fiscal Quarter ending immediately following each single election by the Borrower of a Leverage Ratio Increase.


 


7.15        BWXT Ownership. The Borrower shall not permit
any Stock or Stock Equivalents in BWXT to be owned by any Person other than the Administrative Borrower or a Permitted BWXT Owner.
A “Permitted BWXT Owner” is any Wholly-Owned Restricted Subsidiary of the Administrative Borrower all of whose
Stock or Stock Equivalents are owned, directly or indirectly, only by the Administrative Borrower and Restricted Subsidiaries of
the Administrative Borrower that are holding companies without material assets other than Stock or Stock Equivalents in other Restricted
Subsidiaries of the Administrative Borrower and without material operations other than those related to such ownership.


 


7.16        Sanctions. 


 


(a)           Neither the Borrower or any of its subsidiaries, nor their respective directors or officers is (i) the subject of any Sanctions
or (ii) organized or resident in a Designated Jurisdiction.


 


(b)           The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or, to the knowledge of the Borrower,
indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary,
joint venture partner or other individual or entity, (i) to fund, finance or facilitate any activities or business (A) with any
individual or entity that, at the time of such funding, is the subject of Sanctions; or (B) in any Designated Jurisdiction, in
each case in violation of Sanctions, or (ii) in any other manner that, to the Borrower’s knowledge, would result in a violation
of Sanctions by any Person (including any Person participating in the loan hereunder, whether as Lender, Arranger, Administrative
Agent, L/C Issuer, Swing Line Lender, Participant or otherwise).


 






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ARTICLE
VIII.

EVENTS OF DEFAULT AND REMEDIES


 


8.01        Events of Default. Any of the following shall,
at any time on or after the Closing Date (other than with respect to Section 8.01(c)), and at any time with respect to Section
8.01(c), constitute an “Event of Default”:


 


(a)           Non-Payment of Principal. the Borrower shall fail to pay any principal of any Loan or any L/C Obligation when the
same becomes due and payable; or


 


(b)           Non-Payment of Interest and Other Amounts. the Borrower shall fail to pay any interest on any Loan, any fee under
any of the Loan Documents or any other Obligation (other than one referred to in clause (a) above and other than Obligations under
any Secured Cash Management Agreement or Secured Hedge Agreement) and such non-payment continues for a period of three Business
Days after the due date therefor; or


 


(c)           Representations and Warranties. any representation or warranty made or deemed made by any Loan Party in any Loan
Document shall prove to have been incorrect in any material respect (or, with respect to representations and warranties modified
by a materiality or Material Adverse Effect standard, in all respects) when made or deemed made; or


 


(d)           Failure to Perform Covenants. any Loan Party shall fail to perform or observe (i) any term, covenant or agreement
contained in Sections 6.03(a), 6.12 (with respect to the existence of the Borrower), 6.17, 6.26, 6.27
or Article VII or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if
such failure under this clause (ii) shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible
Officer of the Borrower obtains actual knowledge of such failure and (B) the date on which written notice thereof shall have been
given to the Borrower by the Administrative Agent, any Lender or any L/C Issuer; or


 


(e)            Cross-Default. (i) the Borrower or any of its Material Subsidiaries shall fail to make any payment on any recourse
Indebtedness of the Borrower or any such Material Subsidiary (other than the Obligations (except Obligations under Secured Cash
Management Agreements and Secured Hedge Agreements, which are expressly covered by this clause (e))) or any Guaranty Obligation
in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount
in excess of $50,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand, early termination event or otherwise, but subject to any applicable grace periods contained in the documentation governing
such Indebtedness and/or Guaranty Obligation), (ii) any other event shall occur or condition shall exist under any agreement or
instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration
of, the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or required
to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; provided
that clauses (ii) and (iii) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness; or


 


(f)            Insolvency Proceedings, Etc. (i) the Borrower or any of its Material Subsidiaries shall generally not pay its debts
as such debts become due, shall admit in writing its inability to pay its debts generally or shall make a general assignment for
the benefit of creditors, (ii) any proceeding shall be instituted by or against the Borrower or any of its Material Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or


 






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reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, interim receiver,
receiver and manager, trustee or other similar official for it or for any substantial part of its property; provided, however,
that, in the case of any such proceedings instituted against the Borrower or any of its Material Subsidiaries (but not instituted
by the Borrower or any of its Subsidiaries), either such proceedings shall remain undismissed or unstayed for a period of 60 days
or more or an order or decree approving or ordering any of the foregoing shall be entered, or (iii) the Borrower or any of its
Material Subsidiaries shall take any corporate action to authorize any action set forth in clauses (i) or (ii) above; or


 


(g)           Judgments. one or more judgments, orders or decrees (or other similar process) for the payment of money in an amount
in excess of $50,000,000 in the aggregate (to the extent not covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage), shall be rendered against one or more of the Borrower and its Material Subsidiaries and shall
remain unpaid and either (x) enforcement proceedings shall have been commenced by any creditor upon such judgment, injunction or
order or (y) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment, injunction or
order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(h)           ERISA. one or more ERISA Events or Canadian Pension Events shall occur and the amount of all liabilities and deficiencies
resulting therefrom imposed on or which could reasonably be expected to be imposed directly on the Borrower, any of its Restricted
Subsidiaries or any Guarantor, whether or not assessed, when taken together with amounts of all such liabilities and deficiencies
for all other such ERISA Events and Canadian Pension Events exceeds $50,000,000 in the aggregate; or


 


(i)            Invalidity of Loan Documents. either:


 


(i)             any provision of any Security Instrument or the Guaranty after delivery thereof pursuant to this Agreement or any other
Loan Document shall for any reason, except as permitted by the Loan Documents, cease to be valid and binding on, or enforceable
against, any Loan Party which is a party thereto, or any Loan Party shall so state in writing; or


 


(ii)            any Security Instrument shall for any reason fail or cease to create a valid Lien on any Collateral with an aggregate value
of $5,000,000 or more purported to be covered thereby or, except as permitted by the Loan Documents, such Lien shall fail or cease
to be a perfected and first priority Lien or any Loan Party shall so state in writing; or


 


(j)             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, take any or all of the following
actions:


 


(a)           declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions
to be terminated, whereupon such Commitments and obligation shall be terminated;


 


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


 






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(c)            require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof);
and


 


(d)           exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the
L/C Issuers under the Loan Documents;


 


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


8.03        Application of Funds. Proceeds of Collateral,
and after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately
due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15
and 2.16, be applied by the Administrative Agent in the following order:


 


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements
of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its
capacity as such;


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuers arising under the Loan Documents and amounts payable under Article III), ratably among them
in proportion to the respective amounts described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under
Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuers, the Hedge Banks and
the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;


 


Fifth, to the
Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations composed of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.03 and 2.15; and


 


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


 


Subject to Sections
2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other


 






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Obligations, if any, in the order set forth above; provided, however, that no proceeds of Collateral provided
by the Canadian Borrower and the Canadian Guarantors shall be applied in respect of the U.S. Obligations.


 


ARTICLE
IX.

ADMINISTRATIVE AGENT


 


9.01        Appointment and Authority. 


 


(a)           Each of the Lenders and each L/C Issuer hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the L/C Issuers, and the Borrower shall not have any 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 Requirement of Law; provided that the meaning of such
term in Section 10.06(c) is intended to be consistent with the meaning of such term as used in Section 5f.103-1(c) of the
United States Treasury Regulations. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties.


 


(b)           The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes
of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as
 “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the
Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall
be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as
if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent is
further authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from
time to time to take any action, or permit the any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative
Agent to take any action, with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected
the Liens upon any Collateral granted pursuant to any Loan Document.


 


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


 






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


 


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


 


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


 


(c)            shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to
or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such
Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document,
or the creation, perfection or priority of any Lien purported to be created by the Security Instruments, (v) the value or the sufficiency
of any Collateral, or (vi) 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, or the issuance, extension, renewal or increase of a


 






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


 


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


 


9.06        Resignation of Administrative Agent.


 


(a)           The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed
by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but
shall not be obligated to) on behalf of the Lenders and the L/C Issuers, 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 at the time
of such appointment and succession. 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 Borrower and such Person remove such
Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed
by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective
in accordance with such notice on the Removal Effective Date.


 


(c)           With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that
in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of
the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (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


 






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instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or removed) Administrative Agent (other than as provided in Section 3.01(h) and other than any rights to indemnity
payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal
Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation
or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue
in effect for the benefit of such retiring or removed Administrative Agent, its sub -agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting
as Administrative Agent.


 


(d)           Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as
L/C Issuer and Swing Line Lender. If Wells Fargo resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and
duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of
its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make
Base Rate Loans, or Canadian Index Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c).
If Wells Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require
the Lenders to make Base Rate Loans, Canadian Index Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer with respect to the Letters of Credit
issued by Wells Fargo and the related L/C Obligations (which may be another existing L/C Issuer) or Swing Line Lender hereunder
(which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b)
the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Wells Fargo to effectively
assume the obligations of Wells Fargo with respect to such Letters of Credit.


 


9.07        Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 


9.08        No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Book Managers, Arrangers, Syndication Agents, Documentation Agents or Managing Agents listed on the cover page hereof shall
have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 






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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 Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand
on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)              
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations (other than Obligations arising under Secured Cash Management Agreements and Secured Hedge
Agreements) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims
of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09
and 10.04) allowed in such judicial proceeding; and


 


(b)               to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


(c)               and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in
the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C
Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer
in any such proceeding.


 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to
the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Stock, Stock Equivalents or debt instruments of the acquisition vehicle
or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized
to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for


 






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the governance of the acquisition
vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles,
including any disposition of the assets or Stock or Stock Equivalents thereof shall be governed, directly or indirectly, by the
vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on
actions by the Required Lenders contained in clauses (a) through (i) of Section 10.01 of this Agreement, (iii) the Administrative
Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result
of which each of the Lenders shall be deemed to have received a pro rata portion of any Stock, Stock Equivalents and/or debt instruments
issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for
any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned
to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better,
because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition
vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Stock, Stock Equivalents
and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition
vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further
action.


 


9.10           
Collateral and Guaranty Matters. Each of the
Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank, and on behalf of their Affiliates
in such capacities) and each L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,


 


(a)               
to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and
(B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements
satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the
Administrative Agent from the applicable Cash Management Bank or Hedge Bank that such amounts are then due and payable) and the
expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to
the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to
be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder to a Person
that is not a Loan Party (including, without limitation, in connection with the Foreign Subsidiary Reorganization) or (iii) subject
to Section 10.01 (including Section 10.01(i)), if approved, authorized or ratified in writing by the Required Lenders;


 


(b)               
to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Loan Document
to the holder of any Lien on such property that is permitted by Section 7.02(b), (d), (e), (f) or (h),
and to enter into any intercreditor agreement (including Customary Intercreditor Agreements), subordination agreement or similar
agreement with respect to any such property; and


 


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


 


(d)               
upon the occurrence of the Canadian Facility Termination to release (i) any
Lien on any property granted by a Canadian Loan Party to or held by the Administrative Agent under any Loan Document and (ii) each
Canadian Loan Party from its obligations under all Loan Documents to which such Canadian Loan Party is a party.


 






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Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent
will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security
Instruments or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty,
in each case in accordance with the terms of the Loan Documents and this Section 9.10. The
parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in
this Section 9.10 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it
by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by
the Loan Parties upon request (and which, in the case of a release under clause (d)), for the avoidance of doubt, include a certification
that the Canadian Facility Termination has occurred).


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


9.11          
Secured Cash Management Agreements and Secured Hedge Agreements.
Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefits of the provisions
of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Instrument
shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or
to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Security Instrument) other
than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding
any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements
and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such
supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the
case may be.


 


9.12          
Withholding Tax. If the Internal Revenue Service or any other Governmental Authority
asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative
Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective or for any other
reason), such Lender shall indemnify and hold harmless the Administrative Agent fully for all such Taxes and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Tax was correctly or legally imposed or asserted by the relevant
Governmental Authority, but only to the extent (without expanding any obligation of the Loan Parties pursuant to Section 3.01)
that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting any obligation of
the Loan Parties to do so. 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 the Administrative
Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement
of the Administrative


 






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Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and
the repayment, satisfaction or discharge of all other obligations. For the avoidance of doubt, (i) the term “Lender”
shall, for purposes of this Section 9.12, include any L/C Issuer and (ii) this Section 9.12 shall not limit or expand
the obligations of the Borrower or any Guarantor under Section 3.01 or any other provision of this Agreement.


 


9.13          
Quebec Matters. For the purpose of holding
any hypothec granted to the Hypothecary Representative (as defined below) pursuant to the laws of the Province of Québec
to secure the prompt payment and performance of any and all Obligations by any Loan Party, each of the Lenders and L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent as part of its duties as Administrative Agent, and, to the extent
necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the hypothecary representative of
the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the "Hypothecary Representative"),
and to enter into, to take and to hold on behalf of the Secured Parties, as applicable, and for their benefit, any such hypothec,
and to exercise such powers and duties that are conferred upon the Hypothecary Representative under any related deed of hypothec.
The Hypothecary Representative shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise
specifically restricted by the terms hereof, all rights and remedies given to the Hypothecary Representative pursuant to any such
deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative
Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and
indemnification by the Secured Parties and Loan Parties. Any Person who becomes a Lender or other Secured Party shall, by its execution
of the instrumenting agreement, be deemed to have consented to and confirmed the Hypothecary Representative as the person acting
as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender,
all actions taken by the Hypothecary Representative in such capacity. The substitution of the Administrative Agent pursuant to
the provisions of this Section 9.13 also constitutes the substitution of the Administrative Agent as the Hypothecary Representative.


 


9.14        ERISA Representations. 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, each of the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


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


 


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


 



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(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 subsections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement; or


 


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


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, each of the Administrative Agent, the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to
or for the benefit of the Borrower or any other Loan Party, that:


 


(i)                
none of the Administrative Agent, the Arrangers, or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related hereto or thereto);


 


(ii)              
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR
 § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has
under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(iii)            
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently,
both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations);


 


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


 


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


 


Each of the Administrative Agent and the
Arrangers hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give
advice in a fiduciary capacity,


 






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in connection with the transactions contemplated hereby, and that such Person has a financial interest
in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments
for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive
fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring
fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative
agent or collateral agent fees, utilization fees, minimum usage fees fronting fees, dealaway or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.


 


ARTICLE
X.

MISCELLANEOUS


 


10.01       
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 Borrower or any other Loan Party therefrom, shall be effective unless
in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by
the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or consent shall: 


 


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


 


(b)            
without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit
Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A Lenders
or the Required CAD Term Lenders, as the case may be;


 


(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 (it being understood and agreed that a waiver of any condition precedent set forth in
Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments
of any Lender);


 


(d)              postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments,
if any) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction or termination of any Term
Commitment hereunder without the written consent of each Term Lender with a Term Commitment under the applicable Term Facility;


 


(e)             
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv)
of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the
Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the
Borrower to pay interest, commitment fees or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any
Loan or L/C Borrowing or to reduce any fee payable hereunder;


 






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(f)               change
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written
consent of each Lender directly and adversely affected thereby;


 


(g)              amend
(i) Section 1.06 or clause (a) of the definition of “Alternative Currency” without the written consent of the
Administrative Agent and each affected L/C Issuer or (ii) clause (b) of the definition of “Alternative Currency” without
the written consent of the Administrative Agent and each CAD Term Lender;


 


(h)             
change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make
any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(h)),
without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required
Term A Lenders” or “Required CAD Term Lenders”, in each case without the written consent of each Lender under
the applicable Facility; or


 


(i)                release all or substantially all of the Collateral in any transaction or series of related transactions, or release all
or substantially all of the value of the Guaranty, in each case without the written consent of each Lender, except to the extent
the release of any Collateral or any Guarantor is permitted pursuant to Section 9.10 (other than Section 9.10(a)(iii))
(in which case such release may be made by the Administrative Agent acting alone);


 


and, provided further, that (i)
no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required
above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) each Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, (x) 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 (1) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and (2) 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 and (y) the Administrative Agent,
the Borrower and the applicable L/C Issuer may, without the consent of any other Lender or L/C Issuer, make such changes as may
be necessary to incorporate provisions with respect to the issuance of Letters of Credit in any Alternative Currency approved by
such L/C Issuer. Notwithstanding anything to the contrary contained in this Section, if the Administrative Agent and the Borrower
shall have jointly identified (each in its sole discretion) an obvious error or omission of a technical or immaterial nature, in
each case, in any provision of the Loan Documents, then the Administrative Agent and the applicable Loan Parties shall be permitted
to amend such provision and such amendment shall become effective without any further action or consent of any other party to any
Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following the posting
of such amendment to the Lenders; provided further and notwithstanding anything to the contrary, this Agreement and the
other Loan Documents may be amended solely with the consent of the Administrative Agent and the Administrative Borrower to give
effect to (i)


 






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the amendments contemplated by clause (g) of the definition of Incremental Equivalent Debt and (ii) the amendments
contemplated by the provisos in Section 2.14(a)(vii) of this Agreement.


 


If any Lender does
not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of
such Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance
with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment
contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).


 


Notwithstanding any
provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit
the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding
to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other
Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder,
and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required
Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved
by the Required Lenders or by any other number, percentage or class of Lenders hereunder so long as such amendment does not adversely
impact any other Lender’s ability to participate in such vote or action.


 


10.02     
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 and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic
mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows:


 


(i)               
if to the Borrower, the Administrative Agent, Wells Fargo as an L/C Issuer or the Swing Line Lender, to the address, facsimile
number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and


 


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


 


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


 


(b)           
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered
or furnished by electronic communication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent,


 






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provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer
pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender,
any L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications.


 


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


 


(c)               
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses
of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative
Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through
the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender,
the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or
actual damages).


 


(d)               
Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender and each
L/C Issuer 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 or L/C Issuer. 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 Requirements of Law, including United States
Federal and state securities laws, to make reference to


 






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Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower
or its securities for purposes of United States Federal or state securities laws.


 


(e)            
Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices, Letter of Credit
Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower (or with respect to a Letter of Credit
Application, any Permitted L/C Party) even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of the Borrower (or with respect to a Letter of Credit Application, any Permitted
L/C Party). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


10.03       
No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided
under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing
Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim
or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor
Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


 


10.04       
Expenses; Indemnity; Damage Waiver . 


 


(a)            
Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including Wells Fargo and including the reasonable and documented out-of-pocket fees,
charges and disbursements of one primary counsel for the Administrative Agent, and, if necessary, of one appropriate special and
local counsel retained by the Administrative Agent in each relevant jurisdiction, but not any other separate counsel to the


 






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Arrangers
or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under
Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) all reasonable and out-of-pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable and out-of-pocket fees, charges and disbursements
of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B)
in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s
obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable
and documented out-of-pocket legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional
law firm as counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law
firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines
in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises
the Borrower of such actual or potential conflict of interest and engages its own separate counsel, the reasonable and documented
out-of-pocket legal fees and expenses of such separate counsel shall also be paid or reimbursed.


 


(b)         Indemnification by the Borrower. The Administrative Borrower shall (with respect to the Obligations of any Loan Party)
and the Canadian Borrower shall (solely with respect to the Obligations of the Canadian Loan Parties) indemnify the Administrative
Agent (and any sub-agent thereof), each Arranger, each Lender and each L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses (subject to proviso (y) to this sentence below, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any
Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and
any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Contaminants on or from any property
owned or operated by the Borrower or any of its Restricted Subsidiaries, or any Environmental Liabilities and Costs related in
any way to the Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided
that (x) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the bad faith, gross negligence or willful misconduct of such Indemnitee, (B) arises solely from disputes solely between or
among Indemnitees (except that in the event of a dispute involving the Administrative Agent, an Arranger, any L/C Issuer or the
Swing Line Lender (in each case, acting in its capacity as such), the Administrative Agent, such Arranger, such L/C Issuer or the


 






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Swing Line Lender, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this clause (b))
to the benefit of such indemnification) not relating to or in connection with acts or omissions by the Borrower, any of its Restricted
Subsidiaries, any of their respective Affiliates or any other Person or entity or (C) result from a claim brought by the Borrower
or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction and (y) the Borrower’s obligation to pay or reimburse an
Indemnitee for the reasonable fees, charges and disbursements of counsel under this subsection (b) shall be limited to the reasonable
and documented out-of-pocket fees, charges and disbursements of a single law firm chosen by the Administrative Agent as counsel
for all such Indemnitees, taken together, and, if necessary, one special counsel and one firm of local counsel in each appropriate
jurisdiction (which may include a single law firm as special or local counsel acting in multiple jurisdictions), except that in
the case where an Indemnitee reasonably determines in good faith that a conflict of interest does or may exist in connection with
such legal representation and such Indemnitee advises the Borrower of such actual or potential conflict of interest and engages
its own separate counsel, the reasonable and documented out-of-pocket fees, charges and disbursements of each such separate counsel
shall also be paid or reimbursed. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)         Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay (and without limiting
any obligation of the Borrower so to 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), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the applicable L/C Issuer, the Swing Line
Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 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, further that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent), the applicable L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)         Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert,
and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any
Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee 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 the Borrower’s
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 twenty 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 10.02(e) shall survive the
resignation of the Administrative Agent, any L/C Issuer and/or 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.


 


10.05    Payments Set Aside . To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative
Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


 


10.06    Successors and Assigns . 


 


(a)          Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee
in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions
of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of
this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that
(in each case with respect to any Facility) any such assignment shall be subject to the following conditions:


 


(i)             
Minimum Amounts.


 


(A)           in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility
and/or the Loans at the time owing to


 






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it (in each case with respect to any Facility) or contemporaneous assignments to related
Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)            in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $5,000,000 (or the Dollar Equivalent
thereof with respect to CAD Revolving Credit Loans),5,000,000,
in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000 or CAD$1,000,000 with respect to CAD Term
Loans, in the case of any assignment in respect of a Term Facility unless each of the Administrative Agent and, so long as no Event
of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed).


 


(ii)           Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except
that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans
or (B) prohibit any Lender from assigning all or a portion of its rights and obligations under any Facility, any Incremental Increase
facility and/or any separate revolving credit or term loan facilities provided pursuant to the last paragraph of Section 10.01
in each case on a non-pro rata basis;


 


(iii)          Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:


 


(A)           the consent of the Administrative Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless
(1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund, provided that the Administrative Borrower shall be deemed to have consented to
any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after
having received notice thereof;


 


(B)            the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of (i) any unfunded Term Commitment or any Revolving Credit Commitment if such assignment is to a Person
that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with
respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(C)            the consent of each L/C Issuer and of the Swing Line Lender (each such consent not to be unreasonably withheld or delayed)
shall be required for any assignment in respect of the Revolving Credit Facility.


 






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


 


(v)          No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s
Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or
a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of
a natural person), or (D) to any competitor of the Borrower or any of its Subsidiaries that is primarily engaged in
an Eligible Line of Business and that has been previously identified as such, by legal entity name, by the Borrower to the Administrative
Agent and provided by the Administrative Agent to the Lenders on the Platform, it being understood that the Administrative Agent
shall have no responsibility for maintaining or otherwise managing any such list of competitors.


 


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


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Upon request, the 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


 






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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 a non-fiduciary agent of the Borrower (and
such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment
and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. In addition,
the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of
any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 


(d)         Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a Person described in Section 10.06(b)(v) that is not permitted to
be an assignee with respect to Loans or Commitments) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to
the existence of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements
and limitations therein, including the requirements under Section 3.01(f) (it being understood that the documentation required
under Section 3.01(f) shall be delivered solely to the participating Lender)) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A)
agrees to be subject to the provisions of Section 3.06 and 10.13 as if it were an assignee under paragraph (b) of
this Section; and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect
to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except
to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 10.13 with respect to any Participant.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were
a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender
that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of


 






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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)         Reserved.


 


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


 


(g)         Resignation as L/C Issuer or Swing Line Lender after Assignment.


 


(i)           Notwithstanding anything to the contrary contained herein, if at any time Wells Fargo or any other L/C Issuer assigns all
of its Commitment and Loans pursuant to subsection (b) above, then (i) Wells Fargo or such other L/C Issuer may, upon 30 days’
notice to the Borrower and the Lenders, resign as an L/C Issuer and/or (ii) Wells Fargo may, upon 30 days’ notice to the
Borrower, resign as the Swing Line Lender. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the
Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer (which may be an existing L/C Issuer) or Swing
Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of Wells Fargo or the applicable L/C Issuer as an L/C Issuer or of Wells Fargo as the Swing Line Lender, as the
case may be.


 


(ii)           If Wells Fargo or any other L/C Issuer resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and
duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of
its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Revolving Credit
Lenders to make Base Rate Loans, Canadian Index Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)). Upon the appointment of a successor L/C Issuer with respect to such resigning L/C Issuer (x) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and (y) such successor
L/C Issuer (or another of the L/C Issuers, as may be arranged by the Borrower) shall issue letters of credit in substitution for
the Letters of Credit, if any, issued by the resigning L/C Issuer and outstanding at the time of such succession, or make other
arrangements satisfactory to Wells Fargo or such other resigning L/C Issuer to effectively assume the obligations of Wells Fargo
or such other resigning L/C Issuer with respect to such Letters of Credit. The provisions of subparts (g)(i) and (g)(ii)
of this Section shall not limit the ability of the Borrower to appoint and remove L/C Issuers pursuant to Sections 2.03(l)
and (m).


 


(iii)          If Wells Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to
require the Revolving Credit Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line


 






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Loans pursuant
to Section 2.04(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.


 


10.07     Treatment of Certain Information; Confidentiality . Each of the Administrative
Agent, the Lenders and each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related
Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section
2.14(c) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a
confidential basis to (i) any rating agency in connection with rating the Borrower or its Restricted Subsidiaries or the credit
facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring
of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of
the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section
or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower. 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. For purposes of this Section, “Information” means all information
received from the Borrower, any Restricted Subsidiary or any Affiliate of the Borrower relating to the Borrower, any Restricted
Subsidiary or any Affiliate of the Borrower or any of their respective businesses, other than any such information that is (i)
available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower,
any Restricted Subsidiary or any Affiliate of the Borrower, or (ii) is clearly and conspicuously marked “PUBLIC” by
the Borrower, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the page thereof.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


The Administrative
Agent, the Lenders and the L/C Issuers acknowledge that the Borrower and its Subsidiaries perform classified contracts funded by
or for the benefit of the United States Federal government and, accordingly, neither the Borrower nor any Restricted Subsidiary
will be obligated to release, disclose or otherwise make available to the Administrative Agent, any Lender or any L/C Issuer any
classified or special nuclear material to any parties not in possession of a valid security clearance and authorized by the appropriate
agency of the United States Federal government to receive such material. The Administrative Agent, the Lenders and the L/C Issuers
agree that in connection with any exercise of a right or remedy the United States Federal government may remove classified information
or government-issued property prior to any remedial action implicating such classified information or government-issued property.
Upon notice from the Borrower, the Administrative Agent, the Lenders and the L/C Issuers shall


 






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take such steps in accordance with
this Agreement as may reasonably be requested by the Borrower to enable the Borrower or any Restricted Subsidiary thereof to comply
with the Foreign Ownership Control or Influence requirements of the United States Federal government imposed from time to time.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning
the Borrower or a Restricted 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 Requirements of
Law, including United States Federal and state securities laws.


 


10.08       
Right of Setoff . If an Event of Default shall
have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by applicable Requirements of 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, such L/C Issuer or any such Affiliate to or for the credit or the account
of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other
Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such
L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations
of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different
from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event
that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the L/C Issuers 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, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender
and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


10.09    Interest Rate Limitation . 


 


(a)          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 Requirements of Law, including,
without limitation, the Criminal Code (Canada), to the extent applicable, (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Requirements of 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.


 


(b)          For the purpose of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the
basis of a year (the “deemed year”) that contains fewer days than the actual


 






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number of days in the calendar year of
calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee
rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year,
(ii) the principle of deemed reinvestment of interest with respect to any monetary obligation shall not apply to any interest calculation
hereunder, (iii) the rates of interest with respect to any monetary obligation relating to such advances stipulated herein are
intended to be nominal rates and not effective rates or yields and (iv) EACH OF THE CANADIAN LOAN PARTIES CONFIRMS THAT IT IS A
SOPHISTICATED BORROWER AND FULLY UNDERSTANDS AND IS ABLE TO CALCULATE THE RATE OF INTEREST APPLICABLE TO EACH OF THE REVOLVING
CREDIT LOAN OR TERM LOAN BASED ON THE METHODOLOGY FOR CALCULATING PER ANNUM RATES PROVIDED FOR IN THIS AGREEMENT AND CONFIRMS THAT
THE DISCLOSURE REQUIREMENTS COMPLIES WITH THE OBLIGATIONS OF THE INTEREST ACT (CANADA). The Administrative Agent agrees that if
requested in writing by the Canadian Borrower it will calculate the nominal and effective per annum rate of interest on any Loan
outstanding at the time of such request and provide such information to the Canadian Borrower promptly following such request;
provided that any error in any such calculation, or any failure to provide such information on request, shall not relieve the Canadian
Borrower or any other Canadian Loan Party of any of its Obligations under this Agreement or any other Loan Document, nor result
in any liability to the Agent or any Lender. EACH LOAN PARTY HEREBY IRREVOCABLY AGREES NOT TO PLEAD OR ASSERT, WHETHER BY WAY OF
DEFENCE OR OTHERWISE, IN ANY PROCEEDING RELATING TO THE LOAN DOCUMENTS, THAT THE INTEREST PAYABLE UNDER THE LOAN DOCUMENTS AND
THE CALCULATION THEREOF HAS NOT BEEN ADEQUATELY DISCLOSED TO THE LOAN PARTIES.


 


10.10     Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to fees payable to the Administrative Agent or any L/C Issuer constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


10.11     Survival of Representations and Warranties . All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or
any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


 


10.12     Severability . If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or


 






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render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


10.13    Replacement
of Lenders . If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender,
or if any Lender is subject to replacement pursuant to the last paragraph of Section 10.01, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and
obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)          the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);


 


(b)          such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including
any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts);


 


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


 


(d)          such assignment does not conflict with applicable Requirements of Law; and


 


(e)          in
the case of an assignment resulting from a Lender becoming a non-consenting Lender pursuant to the last paragraph of Section
10.01, the applicable assignee shall have consented to the applicable amendment, waiver or consent.


 


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


 


10.14    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.


 






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(b)          SUBMISSION
TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR
PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT (OTHER THAN THE CANADIAN COLLATERAL AGREEMENT AND THE CANADIAN GUARANTY) OR THE TRANSACTIONS RELATING HERETO OR THERETO,
IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING
IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)          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 (OTHER THAN THE CANADIAN COLLATERAL AGREEMENT AND THE CANADIAN GUARANTY) 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
10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


 


10.15     Waiver
of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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10.16     No
Advisory or Fiduciary Responsibility . In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding
this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the
other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) the 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, each Arranger 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 the Borrower, any other Loan Party or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the
Borrower or any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers,
the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ
from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any
Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their
respective Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may
have against the Administrative Agent, any Arranger 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.


 


10.17     Electronic
Execution of Assignments and Certain Other Documents .
The words “execute,” “execution,” “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including
without limitation Assignment and Assumptions, amendments or other Committed Loan Notices, Swing Line Loan Notices, waivers and
consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it.


 


10.18     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 the 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


 






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the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the
Borrower in the Agreement Currency, the 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 the Borrower (or to any other Person who may be
entitled thereto under applicable law). 


 


10.19     Acknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions . Solely to the extent
any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Lender or L/C Issuer that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the Write-Down and Conversion Powers of an EEAthe
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 an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender
or L/C Issuer that is an EEAAffected
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 EEAAffected
Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any
EEAthe applicable Resolution Authority.


 


10.20     Acknowledgement
Regarding Any Supported QFCs. To
the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement
or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC
and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may
in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United
States):


 


(a)          In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or


 






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a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


[Signature
Pages Intentionally Removed]


 


[Signature
Pages Follow]


 









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


 


	 	BWX TECHNOLOGIES, INC.
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 
	 	 
	 	 
	 	BWXT CANADA LTD.
	 	 
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 



 


BWX TECHNOLOGIES, INC.


Credit Agreement (2018)


Signature Pages







 






    	 	 	 



     


    

 


	 	WELLS FARGO BANK, N.A., as 
	 	Administrative Agent
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 



 





BWX TECHNOLOGIES, INC.


Credit Agreement (2018)


Signature Pages







 






    	 	 	 



     


    

 


	 	WELLS FARGO SECURITIES, LLC, as a Lender, an L/C Issuer and Swing Line Lender
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 



 





BWX TECHNOLOGIES, INC.


Credit Agreement (2018)


Signature Pages




 






    	 	 	 



     


    

 


	 	[_________________________], as a Lender
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: [___________________], as a Lender
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 



 





BWX TECHNOLOGIES, INC.


Credit Agreement (2018)


Signature Pages




 






    	 	 	 



     


    

 


	 	[_________________________], as a Lender
	 	 
	 	 
	 	By: ________________________________
	 	Name: 
	 	Title: 







 





BWX TECHNOLOGIES, INC.


Credit Agreement (2018)


Signature Pages