Exhibit 10.1

    

     

      

    
      Execution Version

    

    

    

    
      FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

       

      This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)


        is dated as of December 14, 2022 (the “First Amendment Effective Date”) and is by and among SENSIENT TECHNOLOGIES CORPORATION, a Wisconsin corporation (the “Company”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, the Issuing Bank and the Swing
        Line Lender.

       

      Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in
        the Existing Credit Agreement referred to below or the Amended Credit Agreement referred to below, as applicable.

       

      W I T N E S S E T H:

       

      WHEREAS, the Company, the other Borrowers party thereto from time to time, the Lenders party thereto from time to time, and Wells Fargo Bank,
        National Association, as the Administrative Agent, the Issuing Bank and the Swing Line Lender, are parties to that certain Third Amended and Restated Credit Agreement dated as of May 5, 2021 (as amended, restated, amended and restated, supplemented
        or otherwise modified from time to time, the “Existing Credit Agreement”); and

       

      WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the Existing Credit Agreement on the terms and conditions set forth
        herein.

       

      NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

       

      1.           Amendments to Existing Credit Agreement; Certain Advances Based on LIBOR.

       

      (a)          On the First Amendment Effective
          Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
              text or stricken text) and to add the double-underlined text (indicated textually in the same manner as the following
          example: double-underlined text  or double-underlined text) as set forth in a conformed copy of the Existing Credit Agreement attached as Annex A hereto
          (the credit agreement attached hereto as Annex A being referred to herein as the “Amended Credit
              Agreement”).

       

      (b)          Exhibit F to the Existing Credit Agreement is amended to read in the form of Exhibit F attached hereto as Annex B.

       

      (c)          It is understood and agreed
          that, with respect to any Advance that accrues interest at a rate based on the London interbank offered rate and is outstanding immediately prior to the First Amendment Effective Date, (i) such Advance shall continue to bear interest at a rate
          based on the London interbank offered rate until the end of the then-current Interest Period applicable thereto (in the case of any Revolving Advance) or until the next interest payment date applicable thereto (in the case of any Swing Line
          Advance), as applicable, and (ii) any London interbank offered rate-related provisions of the Existing Credit Agreement applicable to such Advances shall be incorporated into the Amended Credit Agreement, mutatis mutandis, and the parties hereto hereby agree that such provisions shall continue to apply to such Advances until the end of the then-current Interest Period applicable thereto
          (in the case of any Revolving Advance) or until the next interest payment date applicable thereto (in the case of any Swing Line Advance), as applicable.

       

      
        

        
          


        

      

      
      2.           Representations and Warranties. The Company
            hereby represents and warrants that:

       

      (a)          The execution, delivery and
          performance by the Company of this Amendment have been duly authorized by all necessary corporate action and do not and will not (a) require any consent or approval of the stockholders of the Company, or any authorization, consent, approval,
          order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) violate any provision of any law, rule or regulation (including, without
          limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to
          the Company or of the Organizational Documents of the Company, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Company or any
          Subsidiary is a party or by which it or its properties may be bound or affected, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the properties now
          owned or hereafter acquired by the Company or any Subsidiary.

       

      (b)          This Amendment has been duly
          executed and delivered by the duly authorized officers of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that such enforcement may be limited by
          bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

       

      (c)          Both immediately before and
          immediately after giving effect to this Amendment, each of the representations and warranties contained in the Amended Credit Agreement is correct on and as of the date hereof as if made on such date, except to the extent such representations and
          warranties related solely to an earlier date.

       

      (d)          Immediately before and
          immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

       

      3.        Effectiveness. This Amendment shall become effective, and the First Amendment Effective Date shall be deemed to have occurred, upon the receipt by the Administrative Agent of counterparts of this Amendment duly executed
          by the Company, each Lender, the Administrative Agent, the Issuing Bank and the Swing Line Lender.

       

      4.         References, Effect, Etc. Upon the effectiveness of this Amendment, each reference to the Existing Credit Agreement in the Existing Credit Agreement or any other Loan Document shall mean and be a reference to the
          Amended Credit Agreement. Except as expressly amended hereby, the Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. For the avoidance of doubt, this Amendment constitutes a Loan Document.

       

      5.         No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor
          constitute a waiver of or consent to any provision of the Existing Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.

       

      6.         Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by
          or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

       

      
        

        2

        
          


        

      

      7.         Counterparts. This Amendment may be executed in any number of counterparts (and by the different parties hereto on separate counterparts), each of which shall constitute an original, but all of which when taken
          together shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

       

      8.         Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       

      9.         Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

       

      [Signature Pages Follow]

       

      
        

        3

        
          


        

      

      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute and deliver this Amendment as of the date first
        above written.

       

      
        	
                 

              	
                SENSIENT TECHNOLOGIES CORPORATION,

                a Wisconsin corporation

              
	
                 

              	

              	

              
	
                 

              	By:	/s/ Amy M. Agallar	 


        	
                 

              	Name:

              	
                Amy M. Agallar

              
	
                 

              	Title:

              	
                Vice President and Treasurer

              


      

      
         

        

        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      
        
          	
                   

                	
                  WELLS FARGO BANK, NATIONAL ASSOCIATION,

                  as the Administrative Agent, the Issuing Bank, the Swing Line Lender and a Lender

                
	
                   

                	

                	

                
	
                   

                	By:	/s/ Robert J. Valcq	 


          	
                   

                	Name:	Robert J. Valcq
	
                   

                	Title:	
                  Senior Vice President

                


        

      

       
        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      
        
          
            	
                     

                  	
                    PNC BANK, NATIONAL ASSOCIATION,

                    
                      as a Lender

                    

                  
	
                     

                  	

                  	

                  
	
                     

                  	By: 	/s/ Donna Benson	 


            	
                     

                  	Name:	Donna Benson
	
                     

                  	Title:	Assistant Vice President


          

        

      

       
        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      
        
          	
                   

                	
                  BANK OF AMERICA, N.A.,

                  as a Lender

                
	
                   

                	

                	

                
	
                   

                	By: 	 /s/ Steven K. Kessler	 


          	
                   

                	Name:	Steven K. Kessler
	
                   

                	Title:	Senior Vice President


        

      

       
        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      
        
          	
                   

                	
                  ING BANK N.V., DUBLIN BRANCH,

                  as a Lender

                
	
                   

                	

                	

                
	
                   

                	By: 	 /s/ Cormac Langford	 


          	
                   

                	Name:	 Cormac Langford
	
                   

                	Title:	Director


        

      

      
        
          
            

            

            	
                     

                  	By:	/s/ Louise Gough	 


            	
                     

                  	Name:	Louise Gough
	
                     

                  	Title:	Vice President


          

        

      

      

      
      SENSIENT TECHNOLOGIES CORPORATION

      FIRST AMENDMENT

       

      

      
        

        
          


        

      

      
        
          
            	
                     

                  	
                    TD BANK, N.A.,

                    as a Lender

                  
	
                     

                  	

                  	

                  
	
                     

                  	By:	/s/ Bernadette Collins	 


            	
                     

                  	Name:	Bernadette Collins
	
                     

                  	Title:	Senior Vice President


          

        

      

      

      SENSIENT TECHNOLOGIES CORPORATION

      FIRST AMENDMENT

       

      

      
        

        
          


        

      

      
        
          	
                   

                	
                  HSBC BANK USA, NATIONAL ASSOCIATION,

                  as a Lender

                
	
                   

                	

                	

                
	
                   

                	By:	/s/ Kyle Patterson	 


          	
                   

                	Name:	 Kyle Patterson
	
                   

                	Title:	
                  Senior Vice President

                


        

      

       
        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      
        
          	
                   

                	
                  CITIBANK, N.A.,

                  as a Lender

                


          

          

          	
                   

                	By:	/s/ Andrew Stella	 


          	
                   

                	Name:	Andrew Stella
	
                   

                	Title:	Vice President


        

      

       
        SENSIENT TECHNOLOGIES CORPORATION

        FIRST AMENDMENT

         

        

      

      
        

        
          


        

      

      Annex A

       

      Amended Credit Agreement

       

      See attached.

       

      

      
        
          


      

      
        EXECUTION



              VERSION

      

       

      

      
        CUSIP Number: 81725VAR6

        Revolving Credit CUSIP Number: 81725VAS4

         

        THIRD AMENDED AND RESTATED CREDIT AGREEMENT

        among

        SENSIENT TECHNOLOGIES CORPORATION

        and

        CERTAIN SUBSIDIARIES OF SENSIENT TECHNOLOGIES CORPORATION,

        as the Borrowers,

        WELLS FARGO BANK, NATIONAL ASSOCIATION,

        as the Administrative Agent, the Issuing Bank, and the Swing Line Lender

        PNC BANK, NATIONAL ASSOCIATION,

        as Syndication Agent,

        BANK OF AMERICA, N.A.,

        ING BANK N.V., DUBLIN BRANCH,

        and

        TD BANK, N.A.,

        as Co-Documentation Agents,

        and

        THE OTHER LENDERS PARTY HERETO

        Effective Date: May 5, 2021

        $350,000,000 Credit Facility

        WELLS FARGO SECURITIES, LLC,

        and

        PNC CAPITAL MARKETS LLC,

        as Joint Lead Arrangers and Joint Book Runners

         

        
          
            


        

        TABLE OF CONTENTS

         

        	
                ARTICLE I DEFINITIONS

              	1

              
	 	
                Section 1.1

              	
                Definitions

              	
                1

              
	 	
                Section 1.2

              	
                Times

              	
                2834

              
	 	
                Section 1.3

              	
                Accounting Terms and Determinations

              	
                2834

              
	 	
                Section 1.4

              	
                Other Definitions and Provisions

              	35
	 	
                Section 1.5

              	
                References to Agreements and Laws

              	
                2935

              
	 	
                Section 1.6

              	
                Rates

              	
                2936

              
	 	
                Section 1.7

              	
                Divisions

              	
                36

              
	 	
                Section 1.8

              	
                Exchange Rates; Currency Equivalents

              	
                36

              
	
                ARTICLE II AMOUNT AND TERMS OF THE REVOLVING COMMITMENTS AND LETTERS OF CREDIT

              	
                3037

              
	 	
                Section 2.1

              	
                Revolving Commitments

              	
                3037

              
	 	
                Section 2.2

              	
                Procedure for Making Revolving Advances

              	
                3138

              
	 	
                Section 2.3

              	
                Interest

              	
                3239

              
	 	
                Section 2.4

              	
                Limitation of Revolving Outstandings

              	
                3340

              
	 	
                Section 2.5

              	
                Principal and Interest Payment Dates

              	
                3441

              
	 	
                Section 2.6

              	
                Default Rates

              	
                3441

              
	 	
                Section 2.7

              	
                Letters of Credit

              	
                3441

              
	 	
                Section 2.8

              	
                Facility Fee

              	
                3744

              
	 	
                Section 2.9

              	
                Other Fees

              	
                3744

              
	 	
                Section 2.10

              	
                Termination or Reduction of the Revolving Commitments

              	
                3844

              
	 	
                Section 2.11

              	
                Voluntary Prepayments

              	
                3845

              
	 	
                Section 2.12

              	
                Computation of Interest and Fees

              	
                3845

              
	 	
                Section 2.13

              	
                Payments

              	
                3845

              
	 	
                Section 2.14

              	
                Payment on Non-Business Days

              	
                4046

              
	 	
                Section 2.15

              	
                Use of Advances and Letters of Credit

              	
                4047

              
	 	
                Section 2.16

              	
                Funding Indemnification

              	
                4047

              
	 	
                Section 2.17

              	
                Taxes

              	
                4047

              
	 	
                Section 2.18

              	
                Increased Costs; Eurocurrency RateBenchmark Availability; Illegality

              	
                4451

              
	 	
                Section 2.19

              	
                Guarantees

              	
                5058

              
	 	
                Section 2.20

              	
                Swing Line

              	
                5159

              
	 	
                Section 2.21

              	
                Substitution of Lender

              	
                5361

              
	 	
                Section 2.22

              	
                Increase of Aggregate Revolving Commitment Amount; Incremental Term Loans

              	
                5462

              
	 	
                Section 2.23

              	
                Extension

              	
                5563

              
	
                ARTICLE III CONDITIONS PRECEDENT

              	
                5765

              
	 	
                Section 3.1

              	
                Conditions to Effectiveness and Initial Credit Extensions

              	
                5765

              
	 	
                Section 3.2

              	
                Additional Conditions Precedent to Credit Extensions to Designated Subsidiaries

              	
                5866

              
	 	
                Section 3.3

              	
                Conditions Precedent to All Credit Extensions

              	
                5967

              
	
                ARTICLE IV REPRESENTATIONS AND WARRANTIES

              	
                6067

              
	 	
                Section 4.1

              	
                Corporate Existence and Power

              	
                6067

              
	 	
                Section 4.2

              	
                Authorization of Borrowing; No Conflict as to Law or Agreements

              	
                6068

              
	 	
                Section 4.3

              	
                Legal Agreements

              	
                6068

              
	 	
                Section 4.4

              	
                Subsidiaries

              	
                6068

              
	 	
                Section 4.5

              	
                Financial Condition; Accuracy of Disclosure

              	
                6168

              
	 	
                Section 4.6

              	
                Adverse Change

              	
                6169

              
	 	
                Section 4.7

              	
                Litigation

              	
                6169

              
	 	
                Section 4.8

              	
                Hazardous Substances

              	
                6169

              


        

        

        
          
            


        

        
        	 	
                Section 4.9

              	
                Regulation U

              	
                6169

              
	 	
                Section 4.10

              	
                Taxes

              	
                6169

              
	 	
                Section 4.11

              	
                Burdensome Restrictions

              	
                6269

              
	 	
                Section 4.12

              	
                Titles and Liens

              	
                6270

              
	 	
                Section 4.13

              	
                ERISA

              	
                6270

              
	 	
                Section 4.14

              	
                Investment Company Act

              	
                6270

              
	 	
                Section 4.15

              	
                Solvency

              	
                6270

              
	 	
                Section 4.16

              	
                Swap Obligations

              	
                6270

              
	 	
                Section 4.17

              	
                Insurance

              	
                6370

              
	 	
                Section 4.18

              	
                Compliance with Laws

              	
                6372

              
	 	
                Section 4.19

              	
                No Contractual Default

              	
                6371

              
	 	
                Section 4.20

              	
                Anti-Terrorism; Anti-Money Laundering; Anti-Corruption Laws; Sanctions

              	
                6371

              
	 	
                Section 4.21

              	
                Affected Financial Institutions

              	
                6371

              
	
                ARTICLE V AFFIRMATIVE COVENANTS OF THE COMPANY

              	
                6371

              
	 	
                Section 5.1

              	
                Financial Statements

              	
                6471

              
	 	
                Section 5.2

              	
                Books and Records; Inspection and Examination

              	
                6573

              
	 	
                Section 5.3

              	
                Compliance with Laws

              	
                6673

              
	 	
                Section 5.4

              	
                Payment of Taxes and Other Claims

              	
                6673

              
	 	
                Section 5.5

              	
                Maintenance of Properties

              	
                6674

              
	 	
                Section 5.6

              	
                Insurance

              	
                6674

              
	 	
                Section 5.7

              	
                Preservation of Corporate Existence

              	
                6674

              
	 	
                Section 5.8

              	
                Use of Proceeds

              	
                6774

              
	 	
                Section 5.9

              	
                Most Favored Lender Status

              	
                6775

              
	 	
                Section 5.10

              	
                Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions

              	
                6876

              
	
                ARTICLE VI NEGATIVE COVENANTS

              	
                6976

              
	 	
                Section 6.1

              	
                Liens

              	
                6976

              
	 	
                Section 6.2

              	
                Sale of Assets

              	
                7179

              
	 	
                Section 6.3

              	
                Consolidation and Merger

              	
                7179

              
	 	
                Section 6.4

              	
                Hazardous Substances

              	
                7179

              
	 	
                Section 6.5

              	
                Restrictions on Nature of Business

              	
                7279

              
	 	
                Section 6.6

              	
                Transactions with Affiliates

              	
                7279

              
	 	
                Section 6.7

              	
                Restrictive Agreements

              	
                7280

              
	 	
                Section 6.8

              	
                Leverage Ratio

              	
                7280

              
	 	
                Section 6.9

              	
                Interest Coverage Ratio

              	
                7280

              
	 	
                Section 6.10

              	
                [Reserved]

              	
                7280

              
	 	
                Section 6.11

              	
                [Reserved]

              	
                7280

              
	 	
                Section 6.12

              	
                [Reserved]

              	
                7280

              
	 	
                Section 6.13

              	
                Priority Debt

              	
                7380

              
	
                ARTICLE VII EVENTS OF DEFAULT, RIGHTS AND REMEDIES

              	
                7381

              
	 	
                Section 7.1

              	
                Events of Default

              	
                7381

              
	 	
                Section 7.2

              	
                Rights and Remedies

              	
                7583

              
	 	
                Section 7.3

              	
                Pledge of Cash Collateral Account

              	
                7684

              
	 	
                Section 7.4

              	
                Crediting of Payments and Proceeds

              	
                7684

              
	
                ARTICLE VIII THE ADMINISTRATIVE AGENT

              	
                7785

              
	 	
                Section 8.1

              	
                Authorization

              	
                7785

              
	 	
                Section 8.2

              	
                Distribution of Payments and Proceeds

              	
                7785

              
	 	
                Section 8.3

              	
                Expenses

              	
                7876

              
	 	
                Section 8.4

              	
                Payments Received Directly by Lenders

              	
                7886

              
	 	
                Section 8.5

              	
                Indemnification

              	
                7886

              


        

        

        
          ii

          
            


        

        	 	
                Section 8.6

              	
                Exculpation

              	
                7986

              
	 	
                Section 8.7

              	
                Administrative Agent and Affiliates

              	
                7987

              
	 	
                Section 8.8

              	
                Credit Investigation

              	
                7987

              
	 	
                Section 8.9

              	
                Resignation

              	
                8088

              
	 	
                Section 8.10

              	
                Disclosure of Information

              	
                8088

              
	 	
                Section 8.11

              	
                Titles

              	
                8189

              
	 	
                Section 8.12

              	
                Certain ERISA Matters

              	
                8189

              
	 	
                Section 8.13

              	
                Erroneous Payments

              	
                8290

              
	
                ARTICLE IX MISCELLANEOUS

                

              	8391
	 	
                Section 9.1

              	
                No Waiver; Cumulative Remedies

              	
                8391

              
	 	
                Section 9.2

              	
                Designation of Designated Subsidiaries

              	
                8391

              
	 	
                Section 9.3

              	
                Amendments, Etc

              	
                8491

              
	 	
                Section 9.4

              	
                Notices

              	
                8694

              
	 	
                Section 9.5

              	
                Costs and Expenses

              	
                8795

              
	 	
                Section 9.6

              	
                Indemnification by Borrowers

              	
                8795

              
	 	
                Section 9.7

              	
                Execution in Counterparts

              	
                8896

              
	 	
                Section 9.8

              	
                Binding Effect, Assignment and Participations

              	
                8896

              
	 	
                Section 9.9

              	
                Governing Law

              	
                92100

              
	 	
                Section 9.10

              	
                Severability of Provisions

              	
                92100

              
	 	
                Section 9.11

              	
                Consent to Jurisdiction

              	
                92100

              
	 	
                Section 9.12

              	
                Waiver of Jury Trial

              	
                92100

              
	 	
                Section 9.13

              	
                Integration; Effectiveness; Electronic Execution

              	
                92100

              
	 	
                Section 9.14

              	
                Recalculation of Covenants Following Accounting Practices Change

              	
                93101

              
	 	
                Section 9.15

              	
                Right of Set Off

              	102
	 	
                Section 9.16

              	
                Headings

              	
                94102

              
	 	
                Section 9.17

              	
                Non-Liability of Lenders

              	
                94102

              
	 	
                Section 9.18

              	
                Customer Identification – USA Patriot Act Notice

              	
                94102

              
	 	
                Section 9.19

              	
                Defaulting Lender Cure

              	
                95103

              
	 	
                Section 9.20

              	
                Designated Lenders

              	
                95103

              
	 	
                Section 9.21

              	
                Existing Credit Agreement Matters

              	
                95103

              
	 	
                Section 9.22

              	
                Amendment and Restatement of Existing Credit Agreement

              	
                95103

              
	 	
                Section 9.23

              	
                Acknowledgement and Consent to Bail-In of Affected Financial Institutions

              	
                95103

              
	 	
                Section 9.24

              	
                Acknowledgement Regarding Any Supported QFCs

              	
                96104

              


         

        

        
          iii

          
            


        

        EXHIBITS AND SCHEDULES

         

        

        
          	
                  Exhibit A

                	
                  Revolving Commitment Amounts and Percentages

                
	
                  Exhibit B

                	
                  Form of Revolving Note

                
	
                  Exhibit C

                	
                  Form of Swing Line Note

                
	
                  Exhibit D

                	
                  Form of Compliance Certificate

                
	
                  Exhibit E

                	
                  Form of Assignment and Assumption

                
	
                  Exhibit F

                	
                  Form of Borrowing Certificate

                
	
                  Exhibit G

                	
                  Form of Designation Letter

                
	
                  Exhibit H

                	
                  Forms of U.S. Tax Compliance Certificate

                
	
                  Schedule 1.1

                	
                  Existing Letters of Credit

                
	
                  Schedule 4.2

                	
                  Consents

                
	
                  Schedule 4.4

                	
                  Subsidiaries

                
	
                  Schedule 4.7

                	
                  Litigation

                
	
                  Schedule 4.8

                	
                  Environmental Matters

                
	
                  Schedule 6.1

                	
                  Liens

                
	
                  Schedule 9.4

                	
                  Notice Addresses

                


          

          

        

        
          iv

          
            


        

        THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         

        Dated as of May 5, 2021

         

        Sensient Technologies Corporation, a Wisconsin corporation; the other Borrowers party hereto from time to time; the Lenders party hereto from time
          to time; and Wells Fargo Bank, National Association, a national banking association, as the Administrative Agent, the Issuing Bank, and the Swing Line Lender, agree as follows:

         

        ARTICLE I

          DEFINITIONS

         

        Section 1.1          Definitions.

         

        For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this
          Article have the meanings assigned to them in this Article.

         

        “Accounting Practices Change” means any change in the Company’s
          accounting practices that is required under the standards of the Financial Accounting Standards Board or is inconsistent with the accounting practices applied in the financial statements of the Company referred to in Section 4.5.

         

        “Acquisition Target” means any Person becoming a Subsidiary after the
          Effective Date; any Person that is merged into or consolidated with the Company or any Subsidiary after the Effective Date; or any Person with respect to which all or a substantial part of that Person’s assets are acquired by the Company or any
          Subsidiary after the Effective Date.

         

        “Adjusted



              Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the sum of (i) SOFR for the day (such day, a “Simple SOFR Determination Day”) that is two (2) U.S. Government Securities Business
              Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day, or (B) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities
              Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website;
              provided that if by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been
              published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding
              U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, further, that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily
              Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days, and (ii) the Simple SOFR Adjustment, and (b) the Floor.  Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the
              effective date of such change in SOFR without notice to the Company.

         

        “Adjusted



              Daily Simple SOFR Margin” means a percentage, determined as set forth in the definition of Applicable Margin.

         

        “Adjusted



              Eurocurrency Rate” means, as to any Advance denominated in any applicable Currency not bearing interest based on an RFR for any Interest Period, a rate per annum determined by the Administrative Agent pursuant to the following formula:

         

        
          
            


        

        
        	
                Adjusted Eurocurrency Rate =

              	
                Eurocurrency Rate for such Currency for such

                Interest Period

              


        	 	
                1.00-Eurocurrency Reserve Percentage

              


        “AdjustedAdjusted Net Worth”
          means, as of the date of any determination, the total of (a) the aggregate amount of the capital stock accounts (net of treasury stock, at cost), plus (or minus, in the case of a deficit) (b) the surplus in retained earnings of the Company and its Subsidiaries as determined in accordance with GAAP.

         

        “Adjusted



              Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then
              Adjusted Term SOFR shall be deemed to be the Floor.

         

        “Administrative Agent” means Wells Fargo acting in its capacity as
          administrative agent for itself and the other Lenders hereunder.

         

        “Administrative Questionnaire” means an administrative questionnaire
          in a form supplied by the Administrative Agent.

         

        “Advance” means a Revolving Advance or a Swing Line Advance.

         

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

         

        “Affected Lender” has the meaning set forth in Section 2.21.

         

        “Affiliate” means, with respect to any Person, any other Person
          directly or indirectly controlling, controlled by, or under common control with such Person.  A Person shall be deemed to control another Person if the controlling Person owns 25% or more of the voting securities (or other ownership interests) of
          the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.  Unless otherwise
          specified, “Affiliate” means an Affiliate of the Company or a Subsidiary.

         

        “Aggregate Revolving Commitment Amount” means $350,000,000, as such
          amount may be reduced pursuant to Section 2.10 or increased pursuant to Section 2.22.

         

        “Agreement” means this Third Amended and Restated Credit Agreement,
          as it may be amended, modified or restated from time to time in accordance with Section 9.3.

         

        “Alternative Currency” means Canadian dollars, Euros, Swiss



              francsEnglish pounds, or any other currency (other than Dollars) which is (a) readily available, freely transferable and convertible into Dollars in the international interbank market, available to the Lenders in such market and as to which a Dollar Equivalent may be readily
          calculated, (b) requested by any Borrower and (c)(i) in the case that such other currency is English pounds, approved in
              accordance with Section 9.3(e)(ix), and (ii) in the case of any such other currency (other than English pounds), acceptable to all of the Lenders (or, for purposes of any Alternative Currency Letter of Credit, any such
          other currency that is acceptable to the Issuing Bank).

         

        “Alternative



              Currency Equivalent” means, subject to Section 1.8, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as
              determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

         

        
          2

          
            


        

        “Alternative Currency Funding” means a Borrowing or any portion
          thereof that is made in an Alternative Currency.

         

        “Alternative Currency Letter of Credit” means a Letter of Credit
          denominated in an Alternative Currency.

         

        “Amended Credit Facility” has the meaning set forth in Section 5.9(a).

         

        “Announcements” has the meaning set forth in Section 1.6.

         

        “Anti-Corruption Laws” means all laws, rules, and regulations of any
          jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
          thereunder.

         

        “Anti-Money Laundering Laws” means any and all laws, statutes,
          regulations or obligatory government orders, decrees, ordinances or rules applicable to the Company, any of its Subsidiaries, or any of their respective Affiliates related to terrorism financing or money laundering, including any applicable
          provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

         

        “Anti-Terrorism Laws” has the meaning set forth in Section 4.20.

         

        “Applicable Margin” means the corresponding percentages per annum as
          set forth below based on the Leverage Ratio:

         

        	
                Pricing

                Level

              	
                Leverage Ratio

              	
                Facility Fee

                Rate

              	
                Eurocurrency

                Rate Margin

              	
                RFR Margin

              	
                LIBORAdjusted

                Daily

                Floating

                RateSimple

                SOFR Margin

              	
                Base Rate

                Margin

              
	
                I

              	
                Less than 1.50 to 1.00

              	
                0.125%

              	
                1.00%

              	
                1.00%

              	
                1.00%

              	
                0.00%

              
	
                II

              	
                Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00

              	
                0.15%

              	
                1.10%

              	
                1.10%

              	
                1.10%

              	
                0.10%

              
	
                III

              	
                Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00

              	
                0.175%

              	
                1.20%

              	
                1.20%

              	
                1.20%

              	
                0.20%

              
	
                IV

              	
                Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00

              	
                0.20%

              	
                1.30%

              	
                1.30%

              	
                1.30%

              	
                0.30%

              
	
                V

              	
                Greater than or equal to 3.00 to 1.00

              	
                0.25%

              	
                1.50%

              	
                1.50%

              	
                1.50%

              	
                0.50%

              


         

        
          3

          
            


        

        The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation
              Date”) five (5) Business Days after the day on which the Company provides a Compliance Certificate pursuant to Section 5.1 for the most recently ended
          fiscal quarter of the Company; provided that (a) the Applicable Margin shall be based on Pricing Level III until the first Calculation Date occurring after the
          Effective Date and, thereafter the pricing level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company preceding the applicable Calculation Date, and (b) if the Company
          fails to provide a Compliance Certificate when due as required by Section 5.1 for the most recently ended fiscal quarter of the Company preceding the applicable
          Calculation Date, the Applicable Margin from the date on which such Compliance Certificate was required to have been delivered shall be based on Pricing Level V until such time as an appropriate Compliance Certificate is provided, at which time
          the pricing level shall be determined by reference to the Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Company preceding such Calculation Date. The Applicable Margin shall be effective from, and including,
          one Calculation Date until, but excluding, the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Credit Extensions then existing or subsequently made or issued.

         

        Notwithstanding the foregoing, in the event that any financial statement or Compliance Certificate delivered pursuant to Section 5.1 is shown to be inaccurate (regardless of whether (a) this Agreement is in effect, (b) any Revolving Commitments are in effect, or (c) any Credit Extension is outstanding when such inaccuracy is
          discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Company shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such
          Applicable Period, (ii) the Applicable Margin for such Applicable Period shall be determined as if the Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (iii) the Borrowers shall immediately
          and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the
          Administrative Agent in accordance with Section 8.2. Nothing in this paragraph shall limit any other rights of the Administrative Agent, the Issuing Bank or any Lender
          under this Agreement or any other Loan Document.  The Borrowers’ obligations under this paragraph shall survive the termination of the Revolving Commitments and the repayment of all other Obligations hereunder.

         

        “Applicable Period” has the meaning provided in the
          definition of “Applicable Margin”.

         

        “Approved Fund” means any fund that is engaged in making, purchasing,
          holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages
          a Lender.

         

        “Arranger” means each of Wells Fargo Securities, LLC and PNC Capital
          Markets LLC, in each case in their capacities as joint lead arrangers and joint book runners, and their respective successors.

         

        “Asset Securitization” shall mean a sale, other transfer or factoring
          arrangement by the Company and/or one or more of its Subsidiaries of accounts, related general intangibles and chattel paper, and the related security and collections with respect thereto to a special purpose Subsidiary (an “SPV”), and the sale, pledge or other transfer by that SPV in connection with financing provided to that SPV, which financing shall be “non-recourse” to the Company and its
          Subsidiaries (other than the SPV) except pursuant to the Standard Securitization Undertakings.

         

        
          4

          
            


        

        “Assignment and Assumption” means an assignment and assumption
          entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.8), and accepted by the Administrative Agent, in
          substantially the form attached as Exhibit E or any other form approved by the Administrative Agent.

         

        “Attributable Securitization Indebtedness” shall mean, at any time
          with respect to an Asset Securitization by the Company or any of its Subsidiaries, the principal amount of indebtedness which (a) if the financing received by an SPV as part of such Asset Securitization is treated as a secured lending
          arrangement, is the principal amount of such indebtedness, or (b) if the financing received by the relevant SPV is structured as a purchase agreement, would be outstanding at such time if such financing were structured as a secured lending
          arrangement rather than a purchase agreement, and in any such case which indebtedness is without recourse to the Company or any of its Subsidiaries (other than such SPV or pursuant to Standard Securitization Undertakings), in each case, together
          with interest payable thereon and fees payable in connection therewith.

         

        “Available Tenor” means, as of any date of determination and
            with respect to any then-current Benchmark for any Currency, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, (or component thereof) that is or may be used for determining the
              length of an Interest Period pursuant to this Agreementany frequency of making
              payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor
            for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.18(k)(iv).

         

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

         

        “Bail-In Legislation” means (a) with respect to any EEA Member
          Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule 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 an annual rate equal to the Reference Rate, plus the applicable Base Rate
          Margin, which rate shall change when and as the Reference Rate or any component of the Base Rate Margin changes.

         

        “Base Rate Funding” means any Borrowing, or any portion of the
          principal balance of the Revolving Advances of such Borrowing, bearing interest at the Base Rate.

         

        “Base Rate Margin” means a percentage, determined as set forth in the
          definition of Applicable Margin.

         

        
          5

          
            


        

        “Base



              Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

         

        “Benchmark” means, initially, with respect to: (a) any Obligations, interest, fees, commissions or other amounts denominated in Dollars
          or calculated with respect thereto, USD LIBOR, (in each case, other than with respect to any Daily Simple SOFR Advance), the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has
              occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to
              the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(k)(i); (b) any Obligations, interest, fees, commissions or other amounts denominated in Euros and Swiss francsEnglish pounds, or calculated with respect thereto, the London interbank
              offered rate for such currency andDaily Simple RFR applicable to English pounds;
              provided that if a Benchmark Transition Event has occurred with respect to such Daily Simple RFR or the then-current Benchmark for such Currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other
              amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(k)(i); (c) any Obligations, interest, fees, commissions or other amounts
          denominated in Canadian dollarsEuros, or calculated with respect thereto, CDOREURIBOR; provided
          that if a Benchmark Transition Event, a Term SOFR Transition Event, or an Early Opt-in Election, as applicable, and its related
              Benchmark Replacement Date have has occurred with respect to any such benchmark rateEURIBOR or the then-current Benchmark for such Currency, then “Benchmark” means, with respect to such
          Obligations, interest, fees, commissions or other amounts denominated in such currency means , the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
              such prior benchmark rate pursuant to Section 2.18(k)(i); and (d) any Obligations, interest, fees, commissions or other amounts with respect to any Daily
              Simple SOFR Advance, or any amounts calculated with respect thereto, Adjusted Daily Simple SOFR; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR or the then-current Benchmark for Swing
              Line Advances that has previously replaced Adjusted Daily Simple SOFR, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that
          such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(k)(i).

         

        “Benchmark Replacement” means, for any Available Tenor: (a) with respect to any Benchmark Transition Event or Early Opt-in Election with respect to afor any then-current Benchmark, the first alternative set forth in the order
              below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that with respect to a Benchmark with respect to any Obligations, interest, fees, commissions or other amounts
              denominated in any currency other than Dollars or calculated with respect thereto, the alternative set forth in clause (iii) below: (i) the sum of: (A) Term SOFR and (B) the related Benchmark Replacement Adjustment; provided that if the
              Company has provided a notification to the Administrative Agent in writing on or prior to such Benchmark Replacement Date that any Borrower has a Swap Contract in place with respect to any of the Advances as of the date of such notice (which
              such notification the Administrative Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative Agent, in its sole discretion, may decide not to
              determine the Benchmark Replacement pursuant to this clause (a)(i) for such Benchmark Transition Event or Early Opt-in Election, as applicable; (ii) the sum of: (A) Daily Simple SOFR and (B) the related Benchmark Replacement
              Adjustment; and (iii) the sum of: (Athe sum of: (a) the alternate
          benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for such Benchmark for the
              applicable Corresponding Tenor giving due consideration to (1i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the
          Relevant Governmental Body or (2ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated
          in the currency applicable to such BenchmarkCurrency at such time, and (B) the related Benchmark Replacement Adjustment; or (b) with respect to any Term SOFR Transition Event and a Benchmark with respect to any Obligations, interest, fees, commissions or other amounts
              denominated in Dollars or calculated with respect thereto, the sum of (i) Term SOFR and (ii(b) the related Benchmark Replacement Adjustment; provided that (x) in the case of clause (a)(i) above, if the Administrative Agent decides that Term SOFR is not administratively feasible for the Administrative Agent, then Term SOFR will be deemed unable
              to be determined for purposes of this definition and (y) in the case of clause (a)(i) or clause (b) above, the applicable Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate
              from time to time as selected by the Administrative Agent in its reasonable discretion.  If theif such Benchmark Replacement as so
          determined pursuant to clause (a)(i), (a)(ii) or (a)(iii) or clause (b) above would
          be less than the Floor, thesuch Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

         

        
          6

          
            


        

        “Benchmark Replacement Adjustment” means, with respect to any
          replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available



          Tenor for any setting of such Unadjusted Benchmark Replacement: (a) for purposes of clauses (a)(i) and (a)(ii) of
              the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: (i), the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
              Relevant Governmental Body for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement; (ii) the spread adjustment (which may be a positive or negative value or
              zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event
              with respect to such Available Tenor of such Benchmark; (b) for purposes of clause (a)(iii)
              of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining
              such spread adjustment, (which may be a positive or negative
          value or zero) that has been selected by the Administrative Agent and the Company giving due consideration to (ia) any selection or recommendation of a spread adjustment, or method for calculating or
          determining such spread adjustment, for the replacement of such Available Tenor of such Benchmark with the
          applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date, or (iib) any evolving or
          then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Available Tenor of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the currency applicable to such
              Benchmark; and (c) for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) as
              of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Available Tenor of USD LIBOR with a SOFR-based rate; provided that
              (x) in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion and (y) if such then-current Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable Unadjusted Benchmark Replacement
              that will replace such Benchmark in accordance with Section 2.18(k)(i) will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark Replacement Adjustment” shall be deemed to be, with
              respect to each Unadjusted Benchmark Replacement having a payment period for interest calculated with reference thereto, the Available Tenor that has approximately the same length (disregarding business day adjustments) as such payment
              period.Currency.

         

        
          7

          
            


        

        “Benchmark Replacement Conforming Changes”
              means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
              (including changes to the definition of “Reference Rate”, the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making
              payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length
              of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of
            such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption
              of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other
              manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

         

        “Benchmark Replacement Date” means, with respect to any then-current Benchmark, the earliest to occur of the following events with respect to suchthe then-current Benchmark for any Currency: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date
          of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all
          Available Tenors of such Benchmark (or such component thereof); (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date of the publicon which such Benchmark
              (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such
              non-representativeness will be determined by reference to the most recent statement or publication of information
            referenced therein; (c) in the case of a Term SOFR Transition Event, the date that is
              thirty days after the Administrative Agent has provided the Term SOFR Notice to the Lenders and the Company pursuant



              to Section 2.18(k)(i)(B); or (d) in the case of an Early Opt-in Election, the sixth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders,
              so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to
              such Early Opt-in Election from Lenders comprising the Required Lenders.  For the avoidance of doubt, (A) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of
              any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (B) in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues
              to be provided on such date.  For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such
          Benchmark (or the published component used in the calculation thereof).

         

        “Benchmark Transition Event” means, with respect to any then-current Benchmark
              for any Currency, the occurrence of one or more of the following events with respect to such Benchmark: (a) a public statement or publication of
          information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
          component thereof), permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to
          provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the
          calculation thereof), the FRB, the Federal Reserve Bank of New York, the central bank for the currencyCurrency applicable to such Benchmark, an insolvency official with jurisdiction over the
          administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the
          administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or
          indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or
          publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longernot, or as of a specified future date will not be, representative.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
          Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

         

        
          8

          
            


        

        “Benchmark



              Transition Start Date” means, with respect to any Benchmark for any Currency, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date, and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of
              such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

         

        “Benchmark Unavailability Period” means, with respect to any
          then-current Benchmark for any Currency, the period (if any) (a) beginning at the time
          that a Benchmark Replacement Date with respect to such Benchmark pursuant to clause (a) or (b)
          of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section



              2.18(k) and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section



              2.18(k).

         

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

         

        “Beneficial Ownership Regulation” means 31 CFR §
          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 and subject to 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.

         

        “Borrower” means the Company or any Designated Subsidiary.  The
          parties acknowledge that, as of the Effective Date, the Company is the only Borrower hereunder.

         

        “Borrowing” means a borrowing under Section 2.1 consisting of Revolving Advances made to a Borrower at the same time by each of the Lenders severally and, in the case of any Eurocurrency Rate Funding or any Term SOFR Funding, as to which a single Interest Period is in effect.

         

        
          9

          
            


        

        “Business Day” means any day that is not a Saturday, Sunday or other
          day on which commercial banks in California, Wisconsin, New York or North Carolina are authorized or required by law to remain closed,
              and: (a) if such day relates to any interest rate settings as to Eurocurrency Rate Fundings denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Fundings, or any other
              dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Funding, the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open (or if such payment system ceases
              to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement); (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Funding denominated
              in an Alternative Currency other than Euro, dealings in deposits in the relevant Alternative Currency are conducted by and between banks in London or other applicable offshore interbank market for such currency; and (c) if such day relates to
              any fundings, disbursements, settlements and payments in a currency other than Euro in respect of a Eurocurrency Rate Funding denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out
              pursuant to this Agreement in respect of any such Eurocurrency Rate Funding (other than any interest rate settings), on which banks are open for foreign exchange business in the principal financial center of the country of such currency..

         

        “Calculation Date” has the meaning provided in the
          definition of “Applicable Margin”.

         

        “Capitalized Lease” means any lease that in accordance with GAAP
          should be capitalized on the balance sheet of the lessee thereunder.

         

        “Cash Collateral Account” means an interest-bearing account
          maintained with the Administrative Agent in which funds are deposited pursuant to Section 2.7(h) or Section



              7.2(c).

         

        “CDOR” has the meaning provided in the definition of “Eurocurrency Base Rate”.

         

        “Change in Law” means the occurrence, after the Effective Date, 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 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, but excluding any non-binding recommendation of any Governmental Authority) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 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 (as defined below), shall, in each case, be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued. “Basel III” means, collectively,
          those certain Consultative Documents issued by the Basel Committee of Banking Supervisors of the Bank for International Settlements entitled “Strengthening the Resilience of the Banking Sector” issued December 17, 2009, “International Framework
          for Liquidity Risk Measurement, Standards and Monitoring” issued December 17, 2009, “Countercyclical Capital Buffer Proposal” issued July 16, 2010, “Capitalization of Bank Exposures to Central Counterparties” issued December 20, 2010, the rules
          for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November
          2011, as amended, supplemented or restated and any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

         

        
          10

          
            


        

        “Change of Control” means, with respect to any corporation, either
          (a) the acquisition by any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act) of beneficial ownership (as defined in Rules 13d-3 and 13d-5 of the SEC, except that a Person shall be deemed to have
          beneficial ownership of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the then outstanding voting capital
          stock of such corporation or (b) a change in the composition of the Governing Board of such corporation or any corporate parent of such corporation such that continuing directors cease to constitute more than 50% of such Governing Board. As used
          in this definition, “continuing directors” means, as of any date, (a) those members of the Governing Board of the applicable corporation who assumed office prior to such date, and (b) those members of the Governing Board of the applicable
          corporation who assumed office after such date and whose appointment or nomination for election by that corporation’s shareholders was approved by a vote of at least 50% of the directors of such corporation in office immediately prior to such
          appointment or nomination.

         

        “Code” means the Internal Revenue Code of 1986, and the rules and
          regulations promulgated thereunder, each as amended or modified from time to time.

         

        “Communications” has the meaning set forth in Section 9.4(c).

         

        “Company” means Sensient Technologies Corporation, a Wisconsin
          corporation, and a party to this Agreement.

         

        “Company Guarantor Subsidiary” means a Designated Subsidiary which is
          party to a Guaranty which is in full force and effect and pursuant to which such Designated Subsidiary guarantees the Obligations of the Company hereunder.

         

        “Compliance Certificate” means a certificate in substantially the
          form of Exhibit D, or such other form as the Company and the Administrative Agent may from time to time agree upon in writing, executed by a Responsible Officer of the
          Company, (a) setting forth relevant facts in reasonable detail the computations as to whether or not the Company is in compliance with the requirements set forth in the Financial Covenants, (b) stating that the financial statements delivered
          therewith have been prepared in accordance with GAAP, subject, in the case of interim financial statements, to year-end audit adjustments, and (c) stating whether or not such officer has knowledge of the occurrence of any Default or Event of
          Default hereunder not theretofore reported or remedied and, if so, stating in reasonable detail the facts with respect thereto.

         

        “Conforming Changes” means, with respect to the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to
              the definition of “Base Rate”, the definition of “Business Day,” the definition of “Eurocurrency Banking Day,” the definition of “RFR Business Day,” the definition of “U.S. Government Securities Business Day”, the definition of “Interest
              Period” or any similar or analogous definition (or the addition of a concept of “interest period”), the definition of “Reference Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical,
              administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is
              not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of
              administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

         

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

         

        
          11

          
            


        

        “Consolidated Priority Debt” means all Priority Debt of the Company
          and its Subsidiaries determined on a consolidated basis eliminating inter-company items; provided that there shall be excluded from any calculation of Consolidated
          Priority Debt, without duplication, (a) Total Funded Debt of a Company Guarantor Subsidiary (other than Total Funded Debt of a Designated Subsidiary secured by a Lien created or incurred within the limitations of Section 6.1), (b) Total Funded Debt of the Company or any Subsidiary secured by Liens granted to secure other senior Total Funded Debt on a pari passu basis with the Obligations, (c) the
          Obligations of any Designated Subsidiary and (d) Attributable Securitization Indebtedness and obligations with respect to any factoring arrangements, in each case to the extent such Attributable Securitization Indebtedness or factoring
          arrangement, as applicable, is permitted pursuant to Section 6.2.

         

        “Consolidated Total Assets” means, as at any date of any
          determination, total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of the Company and its Subsidiaries for its most recently ended fiscal year.

         

        “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

         

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

         

        “Covered Party” has the meaning set forth in Section 9.24.

         

        “Credit Extension” means the making of any Advance or the issuance of
          any Letter of Credit.

         

        “Currency”



              means each of Dollars and each Alternative Currency.

         

        “Current Maturity Date” has the meaning set forth in Section 2.23.

         

        “Daily Simple SOFRRFR” means, for any day, SOFR, with the conventions for this rate
              (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for
              syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
              reasonable discretion.(an “RFR Rate Day”), a rate per annum equal to, for any
              Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to English pounds, the greater of: (a) SONIA for the day (such day, a “Sterling RFR Determination Day”) that is five (5) RFR Business Days
              prior to (i) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (ii) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the
              SONIA Administrator on the SONIA Administrator’s Website; provided that if by 5:00 p.m.
              (London time) on the second (2nd) RFR Business Day immediately following any Sterling RFR Determination Day,
              SONIA in respect of such Sterling RFR Determination Day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple RFR for Sterling has not occurred, then SONIA for such
              Sterling RFR Determination Day will be SONIA as published in respect of the first preceding RFR Business Day for which such SONIA was published on the SONIA Administrator’s Website; provided, further, that SONIA as determined pursuant to this
              proviso shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Rate Days; and (b) the Floor.  Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from
              and including the effective date of such change in the RFR without notice to any Borrower.

         

        
          12

          
            


        

        “Daily



              Simple RFR Advance” means a Revolving Advance which is part of a Daily Simple RFR Funding.

         

        “Daily



              Simple RFR Funding” means any Borrowing, or any portion of the principal balance of
              the Revolving Advances of such Borrowing, bearing interest at a rate based on Daily
              Simple RFR.

         

        “Daily



              Simple SOFR Advance” means any Swing Line Advance bearing interest at a rate based on Adjusted Daily Simple SOFR.

         

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

         

        “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 9.19, any Lender that (a) has failed to fund any portion of the Advances, Borrowings, participations in Letters of Credit or participations in Swing Line Advances required to be funded by
          it hereunder within one Business Day of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or
          more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative
          Agent, the Issuing Bank or any Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, (c) has notified the Borrowers, the Administrative
          Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply
          with its funding obligations under this Agreement or under other agreements in which it commits or is obligated to extend credit (unless such writing or public statement relates to such Lender’s funding obligation 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),
          (d) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder
          (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d)
          upon receipt of such written confirmation by the Administrative Agent and the Company), or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had appointed for it a
          receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
          other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
          Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such
          Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
          disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a
          Defaulting Lender (subject to Section 9.19) upon delivery of written notice of such determination to the Borrowers, the Issuing Bank and each Lender.

         

        
          13

          
            


        

        “Designated Lender” has the meaning set forth in Section 9.20.

         

        “Designated Subsidiary” means any Eligible Subsidiary designated for
          borrowing privileges under this Agreement pursuant to Section 9.2.

         

        “Designation Letter” means a letter in the form of Exhibit G.

         

        “Disclosed Information” has the meaning set forth in Section 8.10.

         

        “Disqualifying Event” has the meaning set forth in Section 2.18(j).

         

        “Dollar Equivalent” means
              (a) with respect to a Borrowing, Advance or Letter of Credit made or denominated in Dollars, the amount of such Borrowing, Advance or Letter of Credit, and (b) with respect to an Alternative Currency Funding or
              Alternative Currency Letter of Credit, the amount in freely-transferable Dollars that the Administrative Agent may purchase for the amount and in the currency of such Alternative Currency Funding or Alternative Currency Letter of Credit on
              the spot market on the day of determination, determined at the Administrative Agent’s discretion within the period of three Business Days preceding the day of such Alternative Currency Funding, as of the first day of the Interest Period
              applicable to such Alternative Currency Funding, on the date of the issuance of or any draw under such Alternative Currency Letter of Credit, on the last Business Day of each month and at such other times as the
              Administrative Agent shall determine in accordance with this Agreement or in its sole discretion.

         

        “Dollar



              Equivalent” means, subject to Section 1.8, as of any date of determination, for any amount, (a) if such amount is expressed in Dollars, such amount, and (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount
              in Dollars as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Alternative
              Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

         

        “Dollars” means United States Dollars.

         

        “Domestic Subsidiary” means any Subsidiary organized
          under the laws of any political subdivision of the United States.

         

        “Early Opt-in Election”
              means: (a) with respect to a Benchmark with respect to any Obligations, interest, fees, commissions or other
              amounts denominated in Dollars or calculated with respect thereto, if such Benchmark is USD LIBOR, the
              occurrence of (i) a notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated
              credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are
              identified in such notice and are publicly available for review), and (ii) the joint election by the Administrative Agent and the Company to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of
              such election to the Lenders; and (b) with respect to a Benchmark with respect to any Obligations, interest,
              fees, commissions or other amounts denominated in any currency other than Dollars or calculated with respect
              thereto, the occurrence of (i) a notification by the Administrative Agent to (or the request by the Company to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding syndicated credit
              facilities denominated in such currency at such time contain (as a result of amendment or as originally executed) a new benchmark rate to replace such Benchmark, and (ii) the joint election by the Administrative Agent and the Company to
              trigger a fallback from such Benchmark and the provision by the Administrative Agent of written notice of such election to the Lenders.

         

        
          14

          
            


        

        “EBITDA” means, for any period, for the Company and its Subsidiaries
          on a consolidated basis:

         

        (a)        (i) the after-tax net income of
            the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding (ii) non-operating gains and losses (including gains and losses from discontinuance of operations, gains and losses arising
            from the sale of assets other than inventory, and other nonrecurring gains and losses);

         

        plus

         

        (b)        the sum of the following, to
            the extent deducted in arriving at the after-tax net income determined in clause (a)(i) of this definition (but without duplication for any item):

         

        (i)          Interest Expense,

         

        (ii)         income tax expense of the
            Company and its Subsidiaries,

         

        (iii)       depreciation and amortization
            expense of the Company and its Subsidiaries,

         

        (iv)        non-cash stock compensation
            expenses of the Company and its Subsidiaries,

         

        (v)         non-cash losses, expenses and
            charges,

         

        (vi)        non-recurring and/or unusual
            cash losses,

         

        (vii)      net after tax losses from
            discontinued operations,

         

        (viii)     insurance reimbursable expenses
            related to liability or casualty events,

         

        (ix)       transaction costs relating to
            the consummation of this Agreement (and any amendment hereto), any acquisition permitted hereunder, any permitted investment, any permitted incurrence of indebtedness or any divestiture and restructuring charges,

         

        (x)     with respect to any acquisition
            permitted pursuant to this Agreement, demonstrable cost savings (in each case, net of continued associated expenses) that, as of the date of calculation with respect to such period, are anticipated by the Company in good faith to be realized
            within 12 months following such acquisition, net of the amount of any such cost savings otherwise included, or added back, pursuant to this definition; provided that (A) such cost savings have been reasonably detailed by the Company in the applicable Compliance Certificate required by Section 5.1 and (B) if any cost savings included in any pro forma calculations based on the anticipation that such cost savings will be achieved within such 12-month period shall at any time
            cease to be reasonably anticipated by the Company to be so achieved, then on and after such time any pro forma calculations required to be made under this Agreement shall not reflect such cost savings,

         

        
          15

          
            


        

        (xi)       cash charges related to any
            restructuring with respect to the Company and/or any of its Subsidiaries, including any cash charges treated as restructuring or repositioning expense pursuant to GAAP,

         

        (xii)    losses resulting from the
            adjustments in the fair market value of earn-out (or similar) obligations incurred in connection with acquisitions permitted pursuant to this Agreement, and

         

        (xiii)     cash charges or losses incurred
            by the Company or any of its Subsidiaries in connection with the termination or withdrawal from a Plan,

         

        less

         

        (c)       the sum of the following to the
            extent added in arriving at the after-tax net income determined in clause (a)(i) of this definition (but without duplication for any item):

         

        (i)          non-cash gains,

         

        (ii)        non-recurring and/or unusual
            cash gains,

         

        (iii)       net after tax gains or income
            from discontinued operations, and

         

        (iv)      gains resulting from the
            adjustments in the fair market value of earn-out (or similar) obligations incurred in connection with acquisitions permitted pursuant to this Agreement;

         

        provided that in no event shall the aggregate amount of (x) cash items added back to EBITDA for any period, plus (y) cost savings added back to EBITDA for any
          period pursuant to clause (b)(x) above, exceed an amount equal to twenty percent (20%) of aggregate EBITDA for such period (calculated before giving effect to any such
          add backs, adjustments and cost savings).  For purposes of this Agreement, EBITDA shall be computed on a Pro Forma Basis.

         

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

         

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

         

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

         

        “Effective Date” means May 5, 2021.

         

        “Electronic Record” has the meaning assigned to that term in, and
          shall be interpreted in accordance with, 15 U.S.C. 7006.

         

        
          16

          
            


        

        “Electronic Signature” has the meaning assigned to that term in, and
          shall be interpreted in accordance with, 15 U.S.C. 7006.

         

        “Eligible Subsidiary” means a Subsidiary that (a) is a corporation or
          limited liability company, (b) is wholly-owned (directly or indirectly) by the Company, and (c) if such Subsidiary is a Foreign Subsidiary, has been expressly approved by the Administrative Agent and each Lender as a Borrower hereunder.

         

        “Entitled Person” has the meaning set forth in Section 2.13(b).

         

        “Environmental Law” means the Comprehensive Environmental Response,
          Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1802 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1252 et seq., the Clean Water
          Act, 33 U.S.C. § 1321 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., and any other
          federal, state, county, municipal, local or other statute, law, ordinance or regulation which may relate to or deal with human health or the environment, all as may be from time to time amended.

         

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

         

        “ERISA Affiliate” means any trade or business (whether or not
          incorporated) that is, along with the Company, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code.

         

        “Erroneous



              Payment” has the meaning set forth in Section 8.13(a).

         

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

         

        “EURIBOR”



              has the meaning assigned thereto in the definition of “Eurocurrency Base
            Rate” means, subject to the implementation of a Benchmark Replacement in
              accordance with Section
                  2.18(k):.

         

        “Eurocurrency



              Banking Day” means, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, a TARGET Day; provided that for purposes of notice requirements in Sections 2.2(a), 2.3(d) and 2.11, in
              each case, such day is also a Business Day.

         

        (a) for any interest rate calculation with respect to a Eurocurrency Rate Funding, the rate of interest per annum determined on the
              basis of the rate for deposits in the applicable currency for a period equal to the applicable Interest Period (i)
              in the case of a Eurocurrency Rate Funding denominated in a currency other than Canadian dollars, which
              appears on Reuters Screen LIBOR01 Page (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest
              1/100th of 1%) and (ii) in the case of a Eurocurrency Rate Funding denominated in Canadian dollars, which is equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor rate
              which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)
              at or about 10:00 a.m. (Toronto, Ontario time) on the date which is two (2) Business Days prior to the
              commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that
              to the extent such market practice is not administratively feasible for the Administrative Agent, such other
              day as otherwise reasonably determined by the Administrative Agent); provided that if, for any
              reason, any such rate is not available as contemplated above, then the Eurocurrency Base Rate shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in the applicable
              currency minimum amounts of at least the Dollar Equivalent of $5,000,000 would be offered by first class banks in the London (or in the case of a Eurocurrency Rate Funding denominated in Canadian dollars, Toronto,
              Ontario) interbank market to the Administrative Agent at approximately 11:00 a.m. (London (or, as applicable, Toronto) time) two (2) Business Days prior to the first day of the applicable Interest Period for a period
              equal to such Interest Period; and

         

        
          17

          
            


        

        (b) for any interest rate calculation with respect to a Base Rate Funding, the rate of interest per annum determined on the basis of the rate for
              deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Reuters Screen LIBOR01 Page (or any applicable successor page)
              at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1%); provided that
              if, for any reason, such rate does not appear on Reuters Screen LIBOR01 Page (or any applicable successor page) then Eurocurrency Base Rate for such Base Rate Funding shall be determined by the Administrative Agent to be the arithmetic
              average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on
              such date of determination for a period equal to one month commencing on such date of determination.

         

        Each calculation by the
              Administrative Agent of Eurocurrency Base Rate shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, in no event shall the Eurocurrency Base Rate (including any Benchmark
              Replacement with respect thereto) be less than zero.  Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.18(k), in the event that a Benchmark Replacement with respect to any rate
              referenced in the definition of Eurocurrency Base Rate is implemented then all references herein to such rate shall be deemed references to such Benchmark Replacement.

         

        “Eurocurrency Rate” means the annual rate (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the sum of (a) the rate obtained by dividing (i) the applicable Eurocurrency
              Base Rate for funds to be made available on the first day of any Interest Period in an amount approximately equal to the amount for which a Eurocurrency Rate has been requested and maturing at the end of such Interest Period,
            by (ii) a percentage equal to 100% minus the Federal Reserve System reserve requirement (expressed as a percentage) imposed under Regulation D on Eurocurrency liabilities, for any Interest Period, for any Eurocurrency Rate Funding denominated in Euros, the greater of (a) the rate of interest per annum
              equal to the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent, for a period comparable to the applicable Interest
              Period, at approximately 11:00 a.m. (Brussels time) on the applicable Rate Determination Date, and (b) the applicable
              Eurocurrency Rate MarginFloor.

         

        “Eurocurrency Rate Advance” means a Revolving Advance which is part
          of a Eurocurrency Rate Funding.

         

        “Eurocurrency Rate Funding” means any Borrowing, or any portion of
          the principal balance of the Revolving Advances of such Borrowing, bearing interest at a rate based
              on the Adjusted Eurocurrency Rate (including any Alternative Currency Funding).

         

        
          18

          
            


        

        “Eurocurrency Rate Margin” means a percentage, determined as set
          forth in the definition of Applicable Margin.

         

        “Eurocurrency



              Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the FRB for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) in respect of
              eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority
              imposed in respect of the maintenance of the commitments or the funding of the Advances.  The Adjusted Eurocurrency Rate for each outstanding Advance shall be adjusted automatically as of the effective date of any change in the Eurocurrency
              Reserve Percentage.

         

        “Event of Default” has the meaning set forth in Section 7.1.

         

        “Excess Balance” has the meaning set forth in Section 7.3.

         

        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

         

        “Excluded Taxes” means any of the following Taxes imposed on or with
          respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of
          such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are
          Other Connection Taxes, (b) in the case of a Lender, the United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in any Obligation or Revolving Commitment
          pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Obligation or Revolving Commitment (other than pursuant to an assignment request by the Company under Section 2.21) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.17,
          amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s
          failure to comply with Section 2.17(g) and (d) any withholding Taxes imposed under FATCA.

         

        “Existing Credit Agreement” means the Second Amended and Restated
          Credit Agreement dated as of May 3, 2017 to which the Company, Wells Fargo, as administrative agent, and the Lenders (as defined therein) are parties, as such Second Amended and Restated Credit Agreement has been amended and modified prior to the
          Effective Date.

         

        “Existing Facility Additional Provision(s)” has the meaning set forth
          in Section 5.9(a).

         

        “Existing Letter of Credit” means each of the letters of credit
          existing on the Effective Date, issued pursuant to the Existing Credit Agreement and identified on Schedule 1.1.

         

        “Extending Lender” has the meaning set forth in Section 2.23.

         

        “Extension” has the meaning set forth in Section 2.23.

         

        “Extension Effective Date” has the meaning set forth
          in Section 2.23.

         

        
          19

          
            


        

        “Extension Letter” has the meaning set forth in Section 2.23.

         

        “Facility Fee Rate” means a percentage, determined as set forth in
          the definition of Applicable Margin.

         

        “FATCA” means Sections 1471 through 1474 of the Code, as of the
          Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
          Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

         

        “FCA”
              has the meaning set forth in Section 1.6.

         

        “Federal Funds Rate” means at any time an interest rate per annum
          equal to the weighted average of the rates for overnight federal funds transactions with members of the Federal Reserve System, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day
          which is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it, it being understood that the Federal Funds Rate
          for any day which is not a Business Day shall be the Federal Funds Rate for the next preceding Business Day.  Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of
          this Agreement.

         

        “Fee Letter” means the separate fee letter agreement dated March 25,
          2021 among the Company, Wells Fargo and Wells Fargo Securities, LLC setting forth the terms of certain fees to be paid by the Company.

         

        “Financial Covenant” means any of the Company’s obligations set forth
          in Sections 6.8, 6.9 or 6.13.

         

        “Financial Events of Default” has the meaning set forth in Section 5.9(a).

         

        “Floor” means, with respect to any Benchmark , the benchmark
              rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to such Benchmark.a rate of interest equal to 0%.

         

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

         

        “Foreign Subsidiary” means a Subsidiary that is organized under the
          laws of a jurisdiction outside of the United States (including any state or territory thereof and the District of Columbia) and that is not dually incorporated under the laws of the United States, any state thereof or the District of Columbia.

         

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

         

        “Funding”



              means a Base Rate Funding, a Term SOFR Funding, a Eurocurrency Rate Funding, a Daily Simple RFR Funding or an Alternative Currency Funding, as the context may require.

         

        “GAAP” means generally accepted accounting principles as in effect
          from time to time applied on a basis consistent with the accounting practices applied in the financial statements of the Company referred to in Section 4.5, except for
          changes concurred in by Company’s independent public accountants and disclosed in Company’s financial statements or the notes thereto.

         

        
          20

          
            


        

        “Governing Board” means, with respect to any corporation, limited
          liability company or similar Person, the board of directors, board of governors or other body or entity that sets overall institutional direction for such Person.

         

        “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) and any group or body charged with setting financial accounting or regulatory capital
          rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

         

        “Guaranty” means, collectively, each and every guaranty (including
          joinders, supplements and amendments thereof or thereto) delivered by a Borrower pursuant to Section 2.19.

         

        “Hazardous Substance” means any asbestos, urea-formaldehyde,
          polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or
          substances listed or identified in, or regulated by, any Environmental Law.

         

        “IBA” has the meaning
              set forth in Section 1.6.

         

        “Increased Amount Date” has the meaning set forth in Section 2.22(a).

         

        “Incremental Advance” has the meaning set forth in Section 2.22(a).

         

        “Incremental Commitment” has the meaning set forth in Section 2.22(a).

         

        “Incremental Lender” has the meaning set forth in Section 2.22(a).

         

        “Incremental Revolving Advance” has the meaning set forth in Section 2.22(a).

         

        “Incremental Revolving Commitment” has the meaning set forth in Section 2.22(a).

         

        “Incremental Term Commitment” has the meaning set forth in Section 2.22(a).

         

        “Incremental Term Loan” has the meaning set forth in Section 2.22(a).

         

        “Indemnified Liabilities” has the meaning set forth in Section 9.6.

         

        “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 Borrower under any Loan Document and (b) to the extent not otherwise described in clause
              (a) above, Other Taxes.

         

        “Indemnitee” and “Indemnitees” has the meaning set forth in Section 9.6.

         

        
          21

          
            


        

        “Institutional Investor” means (a) any purchaser of a PP Note, (b)
          any holder of a PP Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the PP Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial
          institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any PP Note.

         

        “Interest Coverage Ratio” means, as of the last day of any fiscal
          quarter of the Company, the ratio of (a) EBITDA for the period of four consecutive fiscal quarters of the Company ending on such day, to (b) Interest Expense for the
          period of four consecutive fiscal quarters of the Company ending on such day.

         

        “Interest Expense” means, with respect to any period, the aggregate
          interest expense (including capitalized interest) of the Company and its Subsidiaries (determined on a consolidated basis) for such period, including but not limited to the interest portion of any Capitalized Lease, but excluding (a) any issuance
          fees relating to any PP Note issued prior to or substantially contemporaneously with the Effective Date and (b) costs and expenses incurred in connection with the consummation and administration of the Loan Documents in an aggregate amount for clauses (a) and (b) combined not to exceed $2,500,000 in any fiscal year of the Company.

         

        “Interest Period” means, with respect to any Eurocurrency Rate
          Funding or Term SOFR Funding, a period of one, two, three or six months (in each case, subject to availability) beginning on a Business Day, as elected by a Borrower; provided that if an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following
          Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the next preceding Business Day).

         

        “Investment Company Act” means the Investment Company Act of 1940, as
          amended.

         

        “IRS” means the United States Internal Revenue Service.

         

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

         

        “Issuing Bank” means Wells Fargo or any other Lender designated
          pursuant to Section 2.21, acting as the bank issuing Letters of Credit.

         

        “Judgment Currency” has the meaning set forth in Section 2.13(b).

         

        “L/C Amount” means the sum of (a) the aggregate face amount of any
          issued and outstanding Letters of Credit, plus (b) amounts drawn under Letters of Credit for which the Lenders have neither been reimbursed nor effected a Borrowing.

         

        “L/C Application” has the meaning set forth in Section 2.7(b).

         

        “L/C Sublimit” means $20,000,000.

         

        “Lender” means each of the Persons executing this Agreement as a
          Lender on the Effective Date and any other Person that becomes a Lender pursuant to the procedures set forth in Section 9.8 or otherwise, other than any Person that
          ceases to be a party hereto as a Lender pursuant to this Agreement.  Unless the context otherwise requires, the term “Lender” includes the Swing Line Lender.

         

        
          22

          
            


        

        “Lender Party” means each Lender, the Administrative Agent, each
          Arranger, the Swing Line Lender and the Issuing Bank.

         

        “Lending Office” means, as to the Administrative Agent, the Issuing
          Bank or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Company and the Administrative Agent, which
          office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

         

        “Letter of Credit” has the meaning set forth in Section 2.7(a).

         

        “Leverage Holiday” has the meaning set forth in Section 6.8.

         

        “Leverage Ratio” means, as of the last day of any fiscal quarter of
          the Company, the ratio of (a) the total of (i) Total Funded Debt of the Company and its Subsidiaries on a consolidated basis as of such day, minus (ii) an aggregate
          amount equal to the sum of (A) 100% of unrestricted cash and cash equivalents of the Company and its Domestic Subsidiaries as of such day, plus (B) 80% of unrestricted
          cash and cash equivalents of Foreign Subsidiaries as of such day, to (b) EBITDA for the period of four consecutive fiscal quarters of the Company ending on such day.

         

        “LIBOR Daily Floating Rate” means, with
              respect to any Swing Line Advance, and subject to the implementation of a Benchmark Replacement in accordance with Section 2.18(k), a fluctuating rate of interest per annum, which can change on each Business Day, equal to the London
              interbank offered rate administered by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London interbank offered rate available), or a comparable or successor rate which is
              approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about
              11:00 a.m. London time two Business Days prior to the date in question for Dollar deposits with a term equivalent to one month beginning on that date; 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; provided, further, that if, for any reason, such rate is not available as contemplated above, then the LIBOR Daily Floating
              Rate shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of $5,000,000 would be offered by first class banks in the London interbank market to the
              Administrative Agent at approximately 11:00 a.m. (London time) two Business Days prior to prior the date in question for Dollar deposits with a term equivalent to one month beginning on that date.  Each calculation by the Administrative Agent
              of LIBOR Daily Floating Rate shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, in no event shall the LIBOR Daily Floating Rate (including any Benchmark Replacement with
              respect thereto) be less than zero.  Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.18(k), in the event that a Benchmark Replacement with respect to the rate referenced in the
              definition of LIBOR Daily Floating Rate is implemented then all references herein to such rate shall be deemed references to such Benchmark Replacement.

         

        “LIBOR Daily Floating Rate Margin” means a percentage, determined as set forth in the definition of Applicable Margin.

         

        “Lien” means any mortgage, deed of trust, lien, pledge, security
          interest or other charge or encumbrance, of any kind whatsoever, including but not limited to the interest of the lessor or titleholder under any Capitalized Lease, title retention contract or similar agreement.

         

        
          23

          
            


        

        “Loan Documents” means this Agreement, the Notes, any L/C
          Application, the Fee Letter, any Guaranty, any Designation Letter, any amendments of any of the foregoing and any other document from time to time designated as such by the Company and the Administrative Agent.

         

        “Material Acquisition” means the acquisition by the Company or one of
          its Subsidiaries of an Acquisition Target for aggregate cash consideration of $50,000,000 or more.

         

        “Material Adverse Change” means a material adverse change on (a) the
          business, condition (financial or otherwise), or operations of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to perform its Obligations under this Agreement.

         

        “Material Part of the Assets” has the meaning set forth in Section 6.2.

         

        “Material Subsidiary” means, as of any date of determination, any
          Subsidiary accounting for (a) at least 10% of the earnings of the Company and its Subsidiaries on a consolidated basis during any period in either one of the two fiscal years of the Company immediately preceding such date of any determination or
          (b) at least 10% of Consolidated Total Assets during either one of the two fiscal years of the Company immediately preceding such date of determination; provided that
          notwithstanding the foregoing, each Designated Subsidiary and each Company Guarantor Subsidiary shall be deemed a Material Subsidiary.

         

        “MFN Provision” means any covenant, agreement or
          other provision set forth in any Note Agreement or any New Credit Facility that is the same as, or similar in scope to (or the functional equivalent of), the provisions of Section
              5.9.

         

        “Multiemployer Plan” means a “multiemployer plan” as defined in
          Section 4001(a)(3) of ERISA.

         

        “New Credit Facility” has the meaning set forth in Section 5.9(a).

         

        “New Facility Additional Provision(s)” has the meaning set forth in Section 5.9(a).

         

        “Non-Consenting Lender” means any Lender that has not consented to
          any proposed amendment, modification, waiver or termination of any Loan Document which, pursuant to Section 9.3, requires the consent of all Lenders or all affected
          Lenders and with respect to which the Required Lenders shall have granted their consent.

         

        “Non-Extending Lender” has the meaning set forth in Section 2.23.

         

        “Note” means a Revolving Note or a Swing Line Note.

         

        “Note Agreements” means the Note Purchase Agreements entered into by
          the Company and the purchasers named therein dated as of April 5, 2013, November 6, 2015, May 3, 2017, or November 1, 2018, respectively, and “Note Agreement” means each
          and any of such agreements.

         

        “Obligations” means each and every debt, liability and obligation of
          every type and description arising under any of the Loan Documents which any Borrower may now or at any time hereafter owe to any Lender, the Administrative Agent, the Issuing Bank or the Arrangers, whether such debt, liability or obligation now
          exists or is hereafter created or incurred, whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, including but not limited
          to principal of and interest on the Notes and all fees due under this Agreement, the Fee Letter or any other Loan Document.

         

        
          24

          
            


        

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

         

        “Off-Balance Sheet Liability” of a Person means (a) any repurchase
          obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, and (c) all Synthetic Lease Obligations of such
          Person.

         

        “Organizational Documents” means, (a) with respect to any
          corporation, the articles of incorporation and bylaws of such corporation, (b) with respect to any partnership, the partnership agreement of such partnership, (c) with respect to any limited liability company, the articles of organization and
          operating agreement of such company, and (d) with respect to any entity, any and all other shareholder, partner or member control agreements and similar organizational documents relating to such entity.

         

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



              2.18(g) or 2.21).

         

        “Participant” has the meaning set forth in Section 9.8(d).

         

        “Participant Register” has the meaning set forth in Section 9.8(d).

         

        “Patriot Act” has the meaning set forth in Section 9.18.

         

        “Percentage” means, with respect to each Lender, the ratio of (a)
          that Lender’s Revolving Commitment Amount, to (b) the Aggregate Revolving Commitment Amount.  For purposes of this definition only, following the Revolving Commitment
          Termination Date, each Lender’s Revolving Commitment Amount shall be deemed to be such Lender’s Revolving Commitment Amount most recently in effect.

         

        “Periodic



              Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

         

        “Permitted Swap Obligations” means all obligations (contingent or
          otherwise) of the Company or any Subsidiary existing or arising under Swap Contracts; provided that such obligations are (or were) entered into by the Company or such
          Subsidiary in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or to be held by such Person and not for purposes of speculation or taking a “market view”.

         

        “Person” means any individual, corporation, partnership, limited
          liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

         

        
          25

          
            


        

        “Plan” means an employee benefit plan or other plan established or
          maintained by the Company or any Subsidiary or ERISA Affiliate and covered by Title IV of ERISA.

         

        “Platform” means SyndTrak Online or another similar electronic
          system.

         

        “PP Note” means a note issued pursuant to any Note Agreement.

         

        “Prime Rate” means, at any time, the rate of interest per annum
          publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The prime rate is an index or
          base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

         

        “Priority Debt” means (a) any item of Total Funded Debt of the
          Company or any Subsidiary secured by a Lien created or incurred within the limitations of Section 6.1(o), and (b) any item of Total Funded Debt of any Subsidiary (other
          than any item of Total Funded Debt of a wholly-owned Subsidiary owing to another wholly-owned Subsidiary).

         

        “Pro Forma Basis” means, for purposes of calculating EBITDA for any
          period, that each Specified Transaction that has been consummated during such period (and all other Specified Transactions that have been consummated by the Company or any Subsidiary during such period) and the following transactions in
          connection therewith shall be deemed to have occurred as of the first day of such period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such
          Specified Transaction, (i) in the case of a disposition of all or substantially all of the capital stock of a Subsidiary or any division, business unit, product line or line of business, shall be excluded and (ii) in the case of an acquisition,
          shall be included, (b) any retirement of Total Funded Debt and (c) any Total Funded Debt incurred or assumed by the Company or any of its Subsidiaries in connection therewith (and if such Total Funded Debt has a floating or formula rate, it shall
          have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Total Funded Debt as at the relevant date of determination); provided that the foregoing pro forma adjustments may be applied to EBITDA solely to the extent that such adjustments (to the extent exceeding $50,000,000 with respect to
          any Specified Transaction) are made on a basis reasonably satisfactory to the Administrative Agent (after receipt of such related information or certificates from the Company as it deems appropriate).

         

        “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.

         

        “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 set forth in Section 9.24.

         

        “Rate



              Determination Date” means, with respect to any Interest Period, two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in the applicable interbank



              market, as determined by the Administrative Agent; provided that to the extent that such market practice is not administratively feasible for the Administrative Agent, such other day as
              otherwise reasonably determined by the Administrative Agent).

         

        “Recipient” means (a) the Administrative Agent, (b) any Lender and
          (c) the Issuing Bank, as applicable.

         

        
          26

          
            


        

        “Reference Rate” means, at any time, the highest of (a) the Prime
          Rate, (b) the Federal Funds Rate plus 0.50% and (c) the



              Eurocurrency Base RateAdjusted Term SOFR for a one-month tenor in effect on such
              day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal
          Funds Rate or the Eurocurrency Base RateAdjusted Term SOFR (provided that clause (c) above shall not be applicable during any period in which the rate referenced in clause (b) of the
              definition of Eurocurrency Base Rate isAdjusted Term SOFR unavailable
          or unascertainable).

         

        “Reference Time” with
              respect to any setting of any then-current Benchmark means (a) if such Benchmark is USD LIBOR, 11:00 a.m.
              (London time) on the day that is two (2) Business Days preceding the date of such setting, (b) if such
              Benchmark is the London interbank offered rate with respect to Euros or Swiss francs, 11:00 a.m. (London time) on the day that is two (2) Business Days preceding the date of such setting, (c) if such Benchmark is CDOR, 10:00 a.m. (Toronto,
              Ontario time) on the date which is two (2) Business Days preceding the date of such setting and (d) otherwise, the time determined by the Administrative Agent in its reasonable discretion.

         

        “Register” has the meaning set forth in Section 9.8(c).

         

        “Related Fund” means, with respect to any holder of any PP Note, any
          fund or entity that (a) invests in securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

         

        “Relevant Governmental Body” means, (a)
          with respect to any given Benchmarka Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the FRB or the
              Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto, and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (ai)
          the central bank for the currency applicable to such Benchmark or Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working group or committee officially endorsed or convened by (A) the central bank for
              the Currency in which such Obligations, interest, fees, commissions or other amounts
              are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i1) such Benchmark Replacement or (ii2) the administrator of such Benchmark or (b) any working group or committee officially endorsed or convened by (i) the central bank for the currency applicable to such Benchmark, (ii) any central bank or other
              supervisor that is responsible for supervising either (A) such Benchmark or (B)
              the administrator of such Benchmark, (iiiReplacement, (C) a group of those central banks or other supervisors or (ivD)
          the Financial Stability Board or any part thereof.

         

        “Reportable Event” means (a) a “reportable event,” described in
          Section 4043 of ERISA and the regulations issued thereunder, in respect of any Plan, as to which notice is required to be given to the Pension Benefit Guaranty Corporation other than those events as to which the 30-day notice period is waived
          under Section 4043(a) of ERISA, (b) a withdrawal from any Plan, as described in Section 4063 of ERISA, (c) an action to terminate a Plan for which a notice is required to be filed under Section 4041 of ERISA, or (d) a complete or partial
          withdrawal from a Multiemployer Plan as described in Sections 4203 and 4205 of ERISA.

         

        
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        “Required Lenders” means one or more Lenders having an aggregate
          Percentage greater than 50% of the sum of the total Revolving Outstandings and the unused Revolving Commitments at such time; provided that the Revolving Commitment of,
          and the portion of the Credit Extensions, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

         

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

         

        “Responsible Officer” of any Person means the chief financial
          officer, controller, chief accounting officer or treasurer thereof.

         

        “Revaluation



              Date” means, subject to Section 1.8: (a) with respect to any Revolving Advance denominated in an Alternative Currency, each of the following: (i) the date of the borrowing of such Revolving Advance (including any borrowing or deemed borrowing
              in respect of any unreimbursed portion of any payment by the applicable Issuing Bank under any Letter of Credit denominated in an Alternative Currency) but only as to the amounts so borrowed on such date, (ii) each date of a continuation of
              such Revolving Advance pursuant to the terms of this Agreement, but only as to the amounts so continued on such date, and (iii) such additional dates as the Administrative Agent shall determine; and (b) with respect to any Letter of Credit
              denominated in an Alternative Currency, each of the following: (i) each date of issuance of such Letter of Credit, but only as to the stated amount of the Letter of Credit so issued on such date, and (ii) such additional dates as the
              Administrative Agent shall determine.

         

        “Revolving Advance” means an advance by a Lender to any Borrower
          pursuant to Section 2.1.

         

        “Revolving Commitment” means, with respect to each Lender, that
          Lender’s commitment to make Revolving Advances and participate in Letters of Credit and Swing Line Advances pursuant to Article II.

         

        “Revolving Commitment Amount” means, with respect to each Lender, the
          amount of the Revolving Commitment set forth opposite that Lender’s name in Exhibit A or on any Assignment and Assumption or other documentation pursuant to which such
          Person becomes a party to this Agreement, unless said amount is reduced pursuant to Section 2.10 or 7.2
          or increased pursuant to Section 2.22, in which event it means the amount to which said amount is reduced or increased.

         

        “Revolving Commitment Termination Date” means May 5, 2026, or the
          earlier date of termination in whole of the Revolving Commitments pursuant to Section 2.10 or 7.2. 



          The Revolving Commitment Termination Date applicable to any Lender’s Revolving Commitment shall be subject to extension as set forth in Section 2.23.

         

        “Revolving Note” has the meaning set forth in Section 2.1.

         

        “Revolving Outstandings” means, at any time, an amount equal to the
          sum of (a) the aggregate principal balance of the Revolving Advances and Swing Line Advances then outstanding, and (b) the L/C Amount then outstanding.

         

        “RFR”



              means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, Term SOFR, and (b) English pounds, SONIA.

         

        “RFR Advance” means a Daily Simple RFR Advance or a Term SOFR Advance, as the context may require.

         

        “RFR



              Business Day” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, any U.S. Government Securities Business Day, and (b) English pounds, any day except for (i) a
              Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London; provided that for purposes of notice requirements in Sections 2.2(a), 2.3(d) and 2.11, in each case, such day is also a Business Day.

         

        
          28

          
            


        

        “RFR



              Funding” means a Daily Simple RFR Funding or a Term SOFR Funding, as the context may require.

         

        “RFR



              Margin” means a percentage, determined as set forth in the definition of Applicable Margin.

         

        “RFR



              Rate Day” has the meaning set forth in the definition of “Daily Simple RFR”.

         

        “Sale and Leaseback Transaction” means any arrangement, directly or
          indirectly, with any Person whereby a seller or transferor shall sell or otherwise transfer any real or personal property and concurrently therewith lease, or repurchase under an extended purchase contract, conditional sales or other title
          retention agreement, the same or substantially similar property.

         

        “Sanctioned Country” means a country, region or territory which is
          itself the subject or target of any comprehensive, country-wide or territory-wide Sanctions.

         

        “Sanctioned Person” means, at any time, (a) any Person listed in any
          Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’sHM Treasury, or other relevant
          Sanctions authority of any jurisdiction in which the Company or any of its Subsidiaries is organized or resident, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or
          Persons described in clauses (a) and (b).

         

        “Sanctions” means economic or financial sanctions or trade embargoes
          imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’sHM Treasury of the United Kingdom or other relevant Sanctions authority of any jurisdiction in which the Company or any of its Subsidiaries is organized or resident.

         

        “SEC” means the Securities and Exchange Commission.

         

        “Simple



              SOFR Adjustment” means a percentage equal to 0.10% per annum.

         

        “Simple



              SOFR Determination Day” has the meaning specified in the definition of “Adjusted Daily Simple SOFR”.

         

        “Simple



              SOFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple SOFR”.

         

        “SOFR” means, with respect to any Business Day, a rate per
              annum equal to the secured overnight financing rate for such Business Day publishedas administered by the SOFR Administrator on the SOFR Administrator’s Website on



              the immediately succeeding Business Day.

         

        “SOFR Administrator” means the Federal Reserve Bank of New York (or a
          successor administrator of the secured overnight financing rate).

         

        
          29

          
            


        

        “SOFR Administrator’s Website” means the website of the Federal
          Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator
          from time to time.

         

        “Solvent” means, with respect to any Person, that as of the date of
          determination: (a) the fair market value of the property of such Person is (i) greater than the total liabilities (including contingent liabilities) of such Person, and (ii) not less than the amount that will be required to pay the probable
          liabilities on such Person’s debts as they come due, considering all financing alternatives and potential asset sales reasonably available to such Person; (b) such Person’s capital is not unreasonably small in relation to its business or any
          contemplated or undertaken transaction; (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (d) such Person is “solvent”
          within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that,
          in light of all of the facts and circumstances existing at such time, represents the amount that would reasonably be expected to become an actual or matured liability.

         

        “SONIA”



              means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

         

        “SONIA



              Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

         

        “SONIA



              Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the
              Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

         

        “Special



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

         

        “Specified Currency” has the meaning set forth in Section 2.13(b).

         

        “Specified Transactions” means (a) any disposition of all or
          substantially all of the assets or capital stock of any Subsidiary or any division, business unit, product line or line of business that is material to the business of the Company and its Subsidiaries as a whole or (b) any acquisition (by merger,
          consolidation or otherwise) of any company or any division, business unit, product line or line of business that is material to the business of the Company and its Subsidiaries as a whole. For purposes hereof, any of the foregoing transactions
          which either (i) results in $50,000,000 or more of net adjustments to EBITDA or (ii) is designated as such by the Company to the Administrative Agent in writing within ten (10) Business Days of the consummation thereof shall be deemed material to
          the business of the Company and its Subsidiaries as a whole.

         

        “Spot



              Rate” means, subject to Section 1.8, for a Currency, the rate provided (either by publication or otherwise provided or made available to the Administrative Agent) by Thomson Reuters Corp. (or equivalent service chosen by the Administrative
              Agent in its reasonable discretion) as the spot rate for the purchase of such Currency with another currency at a time selected by the Administrative Agent in accordance with the procedures generally used by the Administrative Agent for syndicated credit facilities in which it acts as administrative agent.

         

        “SPV” has the meaning provided in the definition of “Asset
          Securitization”.

         

        
          30

          
            


        

        “Standard Securitization Undertakings” shall mean, with respect to an
          Asset Securitization, representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary in connection with such Asset Securitization, which are reasonably customary in asset securitizations for the types of
          assets subject to the respective Asset Securitization.

         

        “Sterling



              RFR Determination Day” has the meaning set forth in the definition of “Daily Simple RFR”.

         

        “Subsidiary” means (a) any corporation of which more than 50% of the
          outstanding shares of capital stock having general voting power under ordinary circumstances to elect a majority of the Governing Board of such corporation, irrespective of whether or not at the time stock of any other class or classes shall have
          or might have voting power by reason of the happening of any contingency, is at the time directly or indirectly owned by the Company, by the Company and one or more other Subsidiaries, or by one or more other Subsidiaries, (b) any partnership of
          which more than 50% of the partnership interest therein are directly or indirectly owned by the Company, by the Company and one or more other Subsidiaries, or by one or more other Subsidiaries, and (c) any limited liability company or other form
          of business organization the effective control of which is held by the Company, the Company and one or more other Subsidiaries, or by one or more other Subsidiaries.  Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein
          shall refer to those of the Company.

         

        “Substitute Lender” has the meaning set forth in Section 2.21.

         

        “Supported QFC” has the meaning set forth in Section 9.24.

         

        “Swap Contract” means any agreement, whether or not in writing,
          relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction,
          cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the
          context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

         

        “Swing Line Advance” has the meaning set forth in Section 2.20.

         

        “Swing Line Lender” has the meaning set forth in Section 2.20.

         

        “Swing Line Note” has the meaning set forth in Section 2.20.

         

        “Synthetic Lease Obligation” means the monetary obligation of a
          Person under (a) a so-called synthetic or off-balance sheet or tax retention lease or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the
          insolvency or bankruptcy of such Person, would be characterized as indebtedness of such Person (without regard to accounting treatment).  The amount of Synthetic Lease Obligations of any Person under any such lease or agreement shall be the
          amount which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP if such lease or agreement were accounted for as a Capitalized Lease.

         

        “TARGET2”



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

         

        “TARGET



              Day” means any day on which TARGET2 is open for the settlement of payments in Euros.

         

        
          31

          
            


        

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

         

        “Term



              SOFR” means:

         

        (a)      



          for any calculation with respect to a Term SOFR Funding, the Term SOFR Reference Rate for a tenor comparable to the applicable
              Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) RFR Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided that if as
              of 5:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate
              has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by
              the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term SOFR Determination Day, and

         

        (b)       



          for any calculation with respect to a Base Rate Funding on any day, the Term SOFR Reference Rate for a tenor of one month on the
              day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) RFR Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided that if as of 5:00 p.m. on any Base Rate Term SOFR
              Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will
              be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
              such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Base Rate Term SOFR Determination Day;

         

        provided, further,
              that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

         

        “Term



              SOFR Adjustment” means a percentage equal to 0.10% per annum.

         

        “Term



              SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

         

        “Term



              SOFR Advance” means a Revolving Advance which is part of a Term SOFR Funding.

         

        “Term



              SOFR Funding” means any Borrowing, or any portion of the principal balance of the
              Revolving Advances of such Borrowing, that bears interest at a rate based on
              Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Reference Rate”.

         

        “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, Reference Rate” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

         

        
          32

          
            


        

        “Term SOFR Notice” means a
              notification by the Administrative Agent to the Lenders and the Company of the occurrence of a Term SOFR Transition Event.

         

        “Term SOFR Transition Event”
              means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a
              Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in the replacement of the applicable then-current Benchmark with respect to any Obligations, interest, fees, commissions or other amounts denominated in Dollars or calculated with respect thereto for all purposes hereunder and under any Loan Document in accordance with Section 2.18(k) with a Benchmark Replacement the Unadjusted Benchmark Replacement
              component of which is not Term SOFR.

         

        “Total Funded Debt” of any Person means (without duplication): (a)
          all indebtedness of such Person for borrowed money; (b) the deferred and unpaid balance of the purchase price owing by such Person on account of any assets or services purchased (other than trade payables and other accrued liabilities incurred in
          the ordinary course of business) if such purchase price is (i) due more than nine months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or a similar written instrument; (c) all Capitalized Lease
          obligations of such Person; (d) all indebtedness secured by a Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person or is non-recourse to such Person; (e) notes payable and drafts accepted
          representing extensions of credit whether or not representing obligations for borrowed money (other than such notes or drafts for the deferred purchase price of assets or services to the extent such purchase price is excluded from clause (b) above); (f) indebtedness of such Person evidenced by bonds, notes or similar written instrument; (g) the face amount of all letters of credit and bankers’
          acceptances issued for the account of such Person, and without duplication, all drafts drawn thereunder (other than such letters of credit, bankers’ acceptances and drafts for the deferred purchase price of assets or services to the extent such
          purchase price is excluded from clause (b) above); (h) net obligations of such Person under Swap Contracts which constitute interest rate agreements or currency
          agreements; (i) guaranty obligations of such Person with respect to Total Funded Debt of another Person (including Affiliates); (j) Off-Balance Sheet Liabilities of such Person; and (k) all Attributable Securitization Indebtedness of such Person;
          provided that in no event shall any calculation of Total Funded Debt of the Company include (i) deferred taxes, (ii) purchase price adjustments and other deferred
          payments, except to the extent the amount payable is reasonably determinable and contingencies have been resolved, (iii) indebtedness that has been discharged in accordance with its terms, (iv) accrued pension costs and other employee benefit
          obligations arising in the ordinary course of business or (v) obligations related to customer advances received and held in the ordinary course of business.

         

        “Transfer” has the meaning set forth in Section 6.2.

         

        “Trigger Quarter” has the meaning set forth in Section 6.8.

         

        “U.S.



              Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed
              for the entire day for purposes of trading in United States government securities.

         

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

         

        “U.S. Special Resolution Regimes” has the meaning set
          forth in Section 9.24.

         

        
          33

          
            


        

        “U.S. Tax Compliance Certificate” has the meaning assigned to such
          term in Section 2.17(g)(ii)(B)(3).

         

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

         

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

         

        “Unadjusted Benchmark Replacement” means the applicable Benchmark
          Replacement excluding the related Benchmark Replacement Adjustment.

         

        “United States” means the United States of America.

         

        “USD LIBOR” means the London interbank offered rate for Dollars.

         

        “Wells Fargo” means Wells Fargo Bank, National Association, a
          national banking association and a party to this Agreement.

         

        “Withholding Agent” means any Borrower and the Administrative Agent.

         

        “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.

         

        Section 1.2        Times.

         

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

         

        Section 1.3       Accounting Terms and Determinations.

         

        Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made,
          and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that in the event of any Accounting Practices
          Change, then the Company’s compliance with the covenants set forth in the Financial Covenants shall be determined on the basis of generally accepted accounting principles in effect immediately before giving effect to the Accounting Practices
          Change, until such covenants are amended in a manner satisfactory to the Company and the Required Lenders in accordance with Section 9.14.

         

        
          34

          
            


        

        Section 1.4        Other Definitions and 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; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (c) the words
          “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (e) any reference herein to any Person shall
          be construed to include such Person’s successors and assigns; (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;
          (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; (h) 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; (i) the term “documents” includes any and all instruments, documents, agreements,
          certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form; and (j) 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”.

         

        Section 1.5        References to Agreements and Laws.

         

        Unless otherwise expressly provided herein: (a) any definition or reference to formation documents, governing documents, agreements (including the
          Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements,
          extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
          interpreting such law.

         

        
          35

          
            


        

        Section 1.6        Rates.

         

        The interest rate on Advances denominated in Dollars or an Alternative Currency may be determined by reference to a benchmark rate that is, or may in the future become, the subject to
              regulatory reform or cessation.  Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be
              permanently discontinued or the basis on which they are calculated may change.  The London interbank offered rate, which may be one of the benchmark rates with reference to which the interest rate on Advances may be determined, is intended to
              represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market.  On March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered
              rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for: (a)
              Euros and Swiss francs will be December 31, 2021, (b) Dollars for 1-week and 2-month tenor settings will be December 31, 2021 and (c) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023.  No
              successor administrator for IBA was identified in such Announcements.  As a result, it is possible that commencing immediately after such dates, the London interbank offered rate for such currencies and tenors may no longer be available or
              may no longer be deemed a representative reference rate upon which to determine the interest rate on applicable Advances.  There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not
              take further action that could impact the availability, composition or characteristics of any London interbank offered rate.  Public and private sector industry initiatives have been and continue, as of the Effective Date, to be underway to
              implement new or alternative reference rates to be used in place of London interbank offered rates.  In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other
              circumstances set forth in Section 2.18(k), such Section 2.18(k) provides a mechanism for determining an alternative rate of interest.  The Administrative Agent will notify the Company, pursuant to Section 2.18(k), of any change to the reference
              rate upon which the interest rate on Advances is based.  However, the Administrative Agent does not warrant or accept any responsibility for, and
            shall not have any liability with respect to, (ia) the continuation of, administration of,
            submission of, calculation of or any other matter related to the London interbank offered rate or otherTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, SOFR, Adjusted Daily Simple SOFR, any Daily
              Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate, or any other Benchmark, or any component definition thereof or rates referred to
            in the definition of “Eurocurrency Base Rate,” “LIBOR Daily Floating Rate” orthereof, or with respect to any alternative,
          comparable or successor rate thereto, or replacement rate
          thereofthereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics
            of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.18(k), will be similar to, or produce the same value or economic equivalence of, the London interbank offered rate or any other Benchmark, or have the same volume or liquidity as did, the London interbank offered rate or any otherTerm SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, SOFR, Adjusted Daily Simple SOFR, any Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (iib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. 
              The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant
              adjustments thereto and such transactions may be adverse to the Borrowers.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates
              referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special,
              punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such
              information source or service.

         

        Section 1.7        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 equity interests at such time.

         

        Section



              1.8        Exchange Rates;
                Currency Equivalents.

         

        (a)      



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

         

        
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        (b)       



          Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of a Revolving Advance 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, Revolving Advance or Letter of Credit is denominated in an Alternative Currency,
              such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.

         

        (c)   



              Notwithstanding the foregoing provisions of this Section 1.8
                or any other provision of this Agreement, the Issuing Bank may compute the Dollar
                Equivalent of the maximum amount of each applicable Letter of Credit by reference
                to exchange rates determined using any reasonable method customarily employed by the Issuing Bank for such purpose.

         

        (d)       



          Notwithstanding the foregoing provisions of this Section 1.8 or any
                other provision of this Agreement, in connection with Daily Simple RFR Advances to any Borrower, the Spot Rate on each date of borrowing by such Borrower shall be the Spot Rate in effect as of the Revaluation Date applicable to the first
                borrowing of any such Daily Simple RFR Advance by such Borrower (or, if applicable, any later Revaluation Date pursuant to clause (a)(iii) of the definition of “Revaluation



                Date”).

         

        ARTICLE II

          AMOUNT AND TERMS OF THE REVOLVING COMMITMENTS AND LETTERS OF CREDIT

         

        Section 2.1        Revolving Commitments.

         

        Each Lender agrees, severally but not jointly, on the terms and subject to the conditions hereinafter set forth, to make Revolving Advances to the
          Borrowers from time to time during the period from the Effective Date to and including the Revolving Commitment Termination Date in an aggregate amount not to exceed at any time outstanding that Lender’s Revolving Commitment Amount, less that Lender’s Percentage (giving effect to Section 2.7(j) with respect to Letters of
          Credit) of the sum of the then outstanding Swing Line Advances and the then outstanding L/C Amount.  The total amount of the Revolving Advances outstanding hereunder at any time shall not exceed the Aggregate Revolving Commitment Amount minus the sum of the then outstanding Swing Line Advances and the then outstanding L/C Amount.  Within the limits of each Lender’s Revolving Commitment Amount, the Borrowers
          may borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.1.  If so
          requested by any Lender, the obligation of any Borrower to repay Revolving Advances made by that Lender shall be evidenced by a single promissory note of such Borrower (each, a “Revolving



              Note”) payable to that Lender, substantially in the form of Exhibit B hereto.  The Revolving Advances shall bear interest on the unpaid principal amount
          thereof from the date thereof until paid as set forth in Section 2.3.

         

        
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        Section 2.2        Procedure for Making Revolving Advances.

         

        (a)        Each Borrowing under Section 2.1 shall occur following written notice from a Borrower to the Administrative Agent or telephonic request from any person purporting to be authorized to request
            Advances on behalf of a Borrower.  Each such notice or request shall specify (i) the identity of the applicable Borrower (if other than the Company), (ii) the date of the requested Borrowing, (iii) the amount thereof, (iv) if any portion of
            such Borrowing will bear interest at abe comprised of Term SOFR Advances or Eurocurrency Rate or be made in an Alternative CurrencyAdvances, the
            Interest Period selected by the applicable Borrower with respect thereto, and (v) if such Borrowing will be made in an Alternative Currency, the Alternative Currency in which such Borrowing will be made.  Such notice or request must be received
            by the Administrative Agent not later than 11:00 a.m. (A) on the day on which such Borrowing is to occur or, if all or any portion of the Borrowing will bear interest at a Eurocurrency Rate or
                be made in an Alternative Currency, not later than three same Business Day as
                each Base Rate Funding and (B)(1) in the case of a Term SOFR Funding, at least three (3) RFR Business Days (orbefore such Term SOFR Funding, (2) in the case of an RFR Funding
                denominated in any Alternative Currency Funding, four, at least five (5) RFR Business Days) prior to the date on which such Borrowing is to occur. before such RFR Funding, and (3) in the case of a Eurocurrency Rate
                Funding, at least four (4) Eurocurrency Banking Days before such Eurocurrency Rate
                Funding (or five (5) Eurocurrency Banking Days in the case of a Special Notice Currency).  Concurrent with any such notice or request, the applicable
            Borrower shall deliver to the Administrative Agent in writing (which may be by facsimile transmission) the certificate required by Section 3.3(b).  Upon receiving a
            request for a Borrowing under Section 2.1, and in any event not later than 1:30 p.m. on the date that the requested Borrowing is to occur, or, if the requested
            Borrowing is to bear interest at abe comprised of RFR Advances, Eurocurrency Rate Advances or is be made in an
            Alternative Currency, the close of business on the day that the request is received, the Administrative Agent will notify the Lenders of the amount of the requested Borrowing, the amount of each Lender’s Revolving Advance with respect thereto,
            and, if applicable, the fact that the Borrowing will bear interest at a Eurocurrency Rate and the Interest
            Period selected by the applicable Borrower.  Upon fulfillment of the applicable conditions set forth in Article III, each Lender shall remit its Percentage of the
            requested Borrowing to the Administrative Agent in immediately available funds. So long as a Lender receives notice of the requested Borrowing prior to 1:30 p.m. on the date that the requested Borrowing is to occur, or, if the requested
            Borrowing is to bear interest at abe comprised of RFR Advances or Eurocurrency Rate Advances, the close of business on the day that the request is received, that Lender will make its Revolving Advance with respect to that Borrowing available to the Administrative Agent by wire
            transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. on the date called for in such notice. Prior to the close of business on the day of the requested Borrowing, the Administrative Agent shall disburse
            such funds by crediting the same to the applicable Borrower’s demand deposit account maintained with the Administrative Agent or in such other manner as the Administrative Agent and the applicable Borrower may from time to time agree. The
            Administrative Agent shall have no obligation to disburse the requested Borrowing if any condition set forth in Article III has not been satisfied on the day of the
            requested Borrowing. Each Borrowing shall be in the amount of $500,000 or an integral multiple of $100,000 greater than $500,000; provided that any portion of such
            Borrowing bearing interest at acomprised of RFR Advances or Eurocurrency Rate Advances must be in the amount of $2,000,000 or an integral multiple of $500,000 greater than $2,000,000. The applicable Borrower shall promptly confirm each telephonic request for a Revolving
            Advance by executing and delivering an appropriate confirmation certificate to the Administrative Agent. However, the Borrowers shall be obligated to repay all Revolving Advances for which any Borrower actually received the moneys (including
            but not limited to all Revolving Advances the proceeds of which were deposited in any account of a Borrower) or in respect of which the Administrative Agent reasonably believed the person requesting the same to be authorized to do so,
            notwithstanding the fact that the person requesting the same was not in fact authorized so to do. Any request for a Revolving Advance shall be deemed to be a representation that the statements set forth in Section 3.3 are correct. Notwithstanding the foregoing or any other provision hereof, Borrowings which are not denominated in Dollars (and continuations, payments and prepayments thereof) may be
            made in such amounts and increments in the applicable Alternative Currency as may from time to time be prescribed by or acceptable to the Administrative Agent acting reasonably.

         

        (b)        Notwithstanding the foregoing,
            any Lender may fund all or any portion of its Revolving Advances to be made as a part of the initial Credit Extension on the Effective Date by way of a continuation or rollover of all or a portion of its “Revolving Advances” under the Existing
            Credit Agreement pursuant to a cashless settlement mechanism approved by the Company, the Administrative Agent, and such Lender.

         

        
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        Section 2.3        Interest.

         

        (a)        The Revolving Advances shall
            bear interest on the unpaid principal amount thereof from the date thereof until paid as set forth in this Section 2.3.

         

        (b)        Except as set forth in this
            Section, the principal balance of each Revolving Advance shall bear interest at the Base Rate.

         

        (c)        The principal balance of each (i) Eurocurrency Rate Funding shall bear interest at the Adjusted Eurocurrency Rate applicable thereto during the Interest Period applicable thereto., plus the applicable Eurocurrency Rate Margin, (ii) Term SOFR Funding shall bear interest at Adjusted Term SOFR applicable thereto during the Interest Period applicable thereto, plus the applicable RFR Margin, and (iii) Daily
                Simple RFR Funding shall bear interest at the applicable Daily Simple RFR plus the applicable RFR Margin.

        

        (d)       At the election of a Borrower, which may be exercised from time to time, a Borrower may request in writing or by telephone that a Eurocurrency Rate be applicable for the portion of the outstanding principal balance of the Revolving Advances to that Borrower (including any Revolving Advance requested or to
                be requested) and for the Interest Period indicated by that Borrower in its request; provided that to (i) convert at any time, subject to the notice requirements herein, all or any portion of any outstanding Base Rate Funding in a principal amount equal to $2,000,000 or any whole multiple of $500,000 in excess thereof (or such
                lesser amount as shall represent all of the Base Rate Fundings then outstanding) into one or more Term SOFR Fundings, (ii) upon the expiration of any Interest Period therefor, (A) convert all or any part of any outstanding Term SOFR
                Fundings in a principal amount equal to $2,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount as shall represent all of the Term SOFR Fundings then outstanding) into a Base Rate Funding or (B) continue any Term
                SOFR Funding as a Term SOFR Funding, (iii) upon the expiration of any Interest Period therefor, continue any Eurocurrency Rate Funding as a Eurocurrency Rate Funding, and (iv) upon the occurrence of the interest payment date therefor,
                continue any Daily Simple RFR Funding as a Daily Simple RFR Funding.  Whenever a Borrower desires to convert or continue a Funding as provided above, such Borrower shall give the Administrative Agent irrevocable notice and set forth above
                not later than 11:00 a.m. (x) in the case of a Funding denominated in Dollars, at least three (3) RFR Business Days before the day on which a proposed conversion or continuation of such Funding is to be effective, (y) in the case of an
                Funding denominated in any Alternative Currency that is to be an RFR Funding, at least five (5) RFR Business Days before the day on which a proposed conversion or continuation of such Funding is to be effective, and (z) in the case of a
                Funding that is to be a part of a Eurocurrency Rate Funding, at least four (4) Eurocurrency Banking Days (or five (5) Eurocurrency Banking Days in the case of a Special Notice Currency) before the day on which a proposed conversion or
                continuation of such Funding is to be effective, in each case, specifying (I) the Funding to be converted or continued, and, in the case of any Eurocurrency Rate Funding or Term SOFR Funding to be converted or continued, the last day of the Interest Period therefor, (II) the effective date of such conversion or continuation (which shall be a Business Day), (III) the principal amount and Currency
                of such Funding to be converted or continued, and (IV) in the case of any Eurocurrency Rate Funding or Term SOFR Funding, the Interest Period to be applicable to such converted or continued Eurocurrency Rate Funding or Term SOFR Funding. 
                If a Borrower fails to deliver a timely notice or request with respect to a Term SOFR Funding prior to the end of the Interest Period therefor, then, unless such Term SOFR Funding is repaid as provided herein, such Borrower shall be deemed
                to have selected that such Term SOFR Funding shall automatically be converted to a Base Rate Funding denominated in Dollars at the end of such Interest Period.  If a Borrower requests a conversion to, or continuation of, a Eurocurrency Rate Funding or a Term SOFR Funding, 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, (x) in no event
            shall more than eight Eurocurrency Rate Fundingsdifferent Interest Periods for all Funding be outstanding at any one time as to all Borrowers combined; provided, further, that this Section 2.3(d) (other than the preceding proviso) shall not be applicable to Alternative Currency Fundings. The portion of the
                outstanding balance of the Revolving Advances for which a Eurocurrency Rate is requested (i) must be in the amount (as to all Revolving Advances combined) of $2,000,000 or an integral multiple of $500,000 greater than $2,000,000, and (ii)
                if such request relates to Revolving Advances already outstanding, must, on the first day of the
                applicable Interest Period, either (A) bear interest at the Base Rate, or (B) bear interest at a
                Eurocurrency Rate with respect to which the Interest Period expires on such first day.  In, and (y) in no event may a Borrower select an Interest Period extending beyond the Revolving Commitment Termination Date. A request for a Eurocurrency Rate (1) must be received by the Administrative Agent before 10:00 a.m. on the day three Business Days before the first day of the proposed Interest Period (and the Administrative Agent
                shall give the Lenders prompt notice thereof), and (2) may not be rescinded by a Borrower after such request has been made. Subject to the terms and conditions set forth herein, the applicable Eurocurrency Rate shall (subject to
                fluctuations in the applicable Eurocurrency Rate Margin) be the interest rate applicable for the proposed Interest Period to the portion of the outstanding principal balance of the Revolving Advances to which the Eurocurrency Rate request
                related (and the remaining part of the principal balance of the Revolving Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts). At the termination of
                such Interest Period, the interest rate applicable to the portion of the principal balance of the
                Revolving Advances to which the Eurocurrency Rate request was applicable shall revert to the Base Rate
                unless a new Eurocurrency Rate request is made by a Borrower in accordance with this Agreement. Notwithstanding anything to the contrary in this Section, (x) the Administrative Agent shall have no obligation to permit the application of a
                Eurocurrency Rate for any Interest Period if any Lender, in its sole discretion, determines that deposits in amounts equal to the requested amount, maturing at the end of the proposed Interest Period are not readily available to such Lender
                from major banks in the London interbank market, and (y) without the consent of the Required Lenders, the Administrative Agent will not permit the application of a Eurocurrency Rate for any Interest Period if a Default or Event of Default
                has occurred and is continuing when the request for the Eurocurrency Rate is made. Absent manifest error, the records of the Administrative Agent shall be conclusive evidence as to the amount of the Revolving Advances bearing interest at a
                Eurocurrency Rate, the applicable Eurocurrency Rate and the date on which the Interest Period applicable to such Eurocurrency Rate expires.

         

        (e)         If any Lender, in its sole
            discretion, determines that it is unlawful for it to continue to maintain its portion of any Eurocurrency Rate Funding or any RFR Funding outstanding at the time of such determination, such Lender may, by notice to the Administrative Agent and the Company, require the immediate repayment thereof or, if legally
            permissible, convert its portion of such Eurocurrency Rate Funding to a Revolving Advance bearing interest at theor such RFR Funding to a Base Rate Funding in an amount equal to the Dollar Equivalent of such portion of the applicable Eurocurrency Rate Funding or RFR Funding, as applicable. Any such Revolving Advance shall be applied to the
            prepayment of that Lender’s portion of such Eurocurrency Rate Funding or such RFR Funding, as
                applicable, but (i) no amount shall be required to be paid under Section 2.16 on account of such prepayment, and (ii) except as provided in Section 7.2 upon acceleration of the Obligations, no interest shall be due and payable with respect to such Revolving Advance until the end of the applicable Interest
            Period.

         

        
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        (f)       Unless the Borrowers repay an
            Alternative Currency Funding on the expiration of the Interest Period applicable thereto in the applicable Alternative Currency (whether through a new Borrowing in the applicable Alternative Currency or otherwise), the outstanding principal
            balance of such Alternative Currency Funding shall be converted from the applicable Alternative Currency to Dollars on the expiration of such Interest Period. Upon any such conversion to Dollars, the Dollar Equivalent resulting from such
            conversion (as determined by the Administrative Agent) shall be deemed a Borrowing by the applicable Borrower from the Lenders hereunder consisting of Revolving Advances by each Lender in proportion to their shares of the corresponding
            Alternative Currency Funding. The principal balance of such Borrowing shall initially bear interest at the Base Rate, but the rate of interest that applies to such Borrowing may be converted in accordance with Section 2.3(d).

         

        (g)        If, as a result of any
            conversion of an Alternative Currency Funding to Dollars pursuant to Section 2.3(f) or Section 2.18(h) or any conversion of the Lenders’ reimbursement obligation with respect
            to any Alternative Currency Letter of Credit pursuant to Section 2.7, the sum of the Dollar Equivalent of all Revolving Outstandings exceeds the Aggregate Revolving
            Commitment Amount, the Borrowers shall on demand by the Administrative Agent repay the amount of such excess, together with interest thereon from the date of such conversion until payment at the Base Rate.

         

        Section 2.4        Limitation of Revolving Outstandings.

         

        If at any time (as determined by the Administrative Agent acting reasonably, based upon the Dollar Equivalent of all Revolving Outstandings), (a)
          solely because of currency fluctuation, the outstanding principal amount of all Revolving Advances plus the sum of the then outstanding Swing Line Advances and the then
          outstanding L/C Amount exceeds one hundred and three percent (103%) of the Aggregate Revolving Commitment Amount or (b) for any other reason, the outstanding principal amount of all Revolving Advances plus the sum of all then outstanding Swing Line Advances and the then outstanding L/C Amount exceeds the Aggregate Revolving Commitment Amount, then, in each such case, the Administrative Agent shall so notify
          the Company in writing and such notice shall include a reasonably detailed calculation of the excess amount, and, within two Business Days following the receipt of such notice by the Company, the Company shall do, or cause to be done, any of the
          following (or any combination of the following) solely to the extent necessary for the Dollar Equivalent of all Revolving Outstandings not to exceed the Aggregate Revolving Commitment Amount: the Company shall, or shall cause another Borrower to,
          as applicable, (i) repay outstanding Swing Line Advances (and/or reduce any pending request for a borrowing of such Swing Line Advances submitted in respect of such Swing Line Advances on such day) in whole or in part, (ii) repay outstanding
          Revolving Advances which are Base Rate Fundings (and/or reduce any pending requests for a borrowing or continuation or conversion of such Base Rate Fundings submitted in respect of such fundings on such day) in whole or in part, (iii) repay
          outstanding Revolving Advances which are Eurocurrency RateTerm SOFR Fundings denominated



              in Dollars (and/or reduce any pending requests for a borrowing or continuation or conversion of such fundings submitted in respect of such fundings on such day) in whole or in part, (iv) repay outstanding Alternative Currency
          Fundings (and/or reduce any pending requests for a borrowing or continuation or conversion of such fundings submitted in respect of such fundings on such day) in whole or in part or (v) with respect to any Letters of Credit then outstanding, make
          a payment of cash collateral into a cash collateral account opened by the Administrative Agent for the benefit of the Lenders (such cash collateral to be applied in accordance with Section



              2.7(j)), and the Dollar Equivalent of such cash collateral shall be applied towards reduction of any excess of the Dollar Equivalent of all Revolving Outstandings over the Aggregate Revolving Commitment Amount.

         

        
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        Section 2.5        Principal and Interest Payment Dates.

         

        (a)       Interest. Interest accruing at theon each Base Rate Funding shall be due and payable on the last day of each March, June, September and December and on the Revolving Commitment Termination Date, and, after the Revolving Commitment
            Termination Date, upon demand.  Interest accruing at a on each Daily Simple RFR Funding shall be due and payable on the last Business Day of each calendar month and on the Revolving Commitment Termination Date, and, after the Revolving Commitment Termination Date, upon demand.  Interest accruing on each Eurocurrency Rate Funding and each Term SOFR Funding shall be due and payable on the last day of the
            applicable Interest Period or, if an Interest Period is in excess of three months, on the date that is three months after the beginning of the Interest Period and after each such interest payment date thereafter, on the last day of the Interest
            Period and on the Revolving Commitment Termination Date, and, after the Revolving Commitment Termination Date, upon demand.

         

        (b)      Principal of Revolving Advances. The principal balance of the Revolving Advances shall be due and payable in full on the Revolving Commitment Termination Date.

         

        Section 2.6        Default Rates.

         

        Upon the occurrence of any Event of Default, and so long as such Event of Default continues without written waiver thereof by the Lenders, a
          default increment equal to 200 basis points (2.00%) shall be added to the Base Rate Margin, the Eurocurrency Rate Margin, the LIBORRFR Margin, the Adjusted Daily Floating RateSimple
              SOFR Margin and the Facility Fee Rate. Inclusion of such default increment in calculating the Base Rate Margin, the Eurocurrency Rate Margin, the LIBORRFR Margin, the Adjusted Daily Floating RateSimple SOFR Margin and the Facility Fee Rate shall not be deemed a waiver or excuse of any such Event of Default.

         

        Section 2.7       Letters of Credit.

         

        (a)        Any Borrower may from time to
            time request that the Issuing Bank issue one or more letters of credit (each, together with each Existing Letter of Credit, a “Letter of Credit”) for the account of
            that Borrower.  No Letter of Credit shall be issued if (i) the Dollar Equivalent of the face amount of that Letter of Credit, together with the sum of the then-applicable L/C Amount and the aggregate principal balance of the Revolving Advances
            and the Swing Line Advances then outstanding, would exceed the Aggregate Revolving Commitment Amount, or (ii) the Dollar Equivalent of the face amount of that Letter of Credit, together with the then-applicable L/C Amount, would exceed the L/C
            Sublimit.

         

        (b)      At least three days prior to the
            issuance of each Letter of Credit, the applicable Borrower shall execute a letter of credit application and reimbursement agreement in the Issuing Bank’s standard form, as required by the Issuing Bank (each, an “L/C Application”).

         

        (c)       Each Letter of Credit shall be
            denominated in Dollars or an Alternative Currency specified by the applicable Borrower in its application and reimbursement agreement.

         

        (d)       Each Letter of Credit shall be
            issued in a form acceptable to the Issuing Bank. Unless otherwise approved by all of the Lenders, no Letter of Credit shall have an initial or any renewal term ending more than one year after the date of issuance or
            renewal, as applicable, or ending later than five Business Days prior to the Revolving Commitment Termination Date; provided that a Letter of Credit may have a term
            extending for up to one year after the Revolving Commitment Termination Date subject to the requirement that the Borrowers either provide cash collateral in an amount equal to the L/C Amount of such Letter of Credit pursuant to Section 2.7(h) or cause a “back to back” standby letter of credit satisfactory to the Issuing Bank to be provided to the Issuing Bank at or prior to the date that is
            thirty days prior to the Revolving Commitment Termination Date.

         

        
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        (e)       A letter of credit fee shall be
            due and payable to the Administrative Agent for the benefit of the Lenders in connection with each Letter of Credit. The letter of credit fee payable with respect to each standby Letter of Credit shall be computed at an annual rate equal to the
            applicable Eurocurrency Rate Margin in effect from time to time, applied to the face amount of such Letter of Credit outstanding from time to time, from and including the date of issuance of such Letter of Credit until the expiration thereof,
            payable in arrears on the last day of each calendar quarter and on the expiration date of such Letter of Credit. The letter of credit fee payable with respect to each commercial Letter of Credit shall be computed at an annual rate equal to one
            half (50%) of the applicable Eurocurrency Rate Margin in effect on the issuance date, applied to the initial face amount of such Letter of Credit, payable in arrears on the last day of each calendar quarter and on the expiration date of such
            Letter of Credit. In addition to the applicable letter of credit fee, a fronting fee shall be due and payable to the Administrative Agent for the account of the Issuing Bank in connection with each Letter of Credit, in the amount specified in
            the Fee Letter. In addition, the Borrowers shall pay or reimburse the Issuing Bank for such additional fees as are specified in the Fee Letter and for such normal and customary costs and expenses as are incurred or charged by the Issuing Bank
            in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. Notwithstanding the foregoing, for any period during which a Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive
            any letter of credit fees pursuant to this Section 2.7(e) otherwise payable to the account of such Defaulting Lender with respect to any Letter of Credit as to which
            such Defaulting Lender has not provided cash collateral or other credit support arrangements satisfactory to the Issuing Bank pursuant to Section 2.7(k), but instead,
            the Borrowers shall pay to the non-Defaulting Lenders the amount of such letter of credit commissions in accordance with the upward adjustments in their respective Percentages allocable to such Letter of Credit pursuant to Section 2.7(j), with the balance of such fee, if any, payable to the Issuing Bank for its own account.

         

        (f)         The Borrowers shall pay the
            amount of each draft drawn under any Letter of Credit to the Issuing Bank on demand (or, if demand is not earlier made, on the Revolving Commitment Termination Date), together with interest at the Base Rate from the date that such draft is paid
            by the Issuing Bank until payment of such amount in full. The Issuing Bank shall provide notice to the Company or the applicable Borrower of payment of the draft within one Business Day of such payment. The Issuing Bank may (at its option)
            charge any deposit account maintained by any Borrower with the Issuing Bank for the amount of any draft drawn under a Letter of Credit. Unless the Borrowers make such payment with respect to an Alternative Currency Letter of Credit in the
            applicable Alternative Currency on the same Business Day as the day of payment of such draft by the Issuing Bank, the Borrowers’ obligation to pay the amount of such draft shall be converted from the applicable Alternative Currency to Dollars
            following such payment by the Issuing Bank.

         

        (g)        Each Lender shall be deemed to
            hold a participation interest in each Letter of Credit equal to that Lender’s Percentage of the face amount of that Letter of Credit. If the Issuing Bank makes any payment pursuant to the terms of any Letter of Credit and is not promptly
            reimbursed, the Issuing Bank may request that each Lender pay such Lender’s Percentage of the unreimbursed amount (which amount shall, in the case of an Alternative Currency Letter of Credit, have been converted to Dollars as set forth in Section 2.7(f)). Upon receipt of any such request prior to 1:30 p.m. on a Business Day, the recipient shall be unconditionally and irrevocably obligated to pay its
            Percentage of the unreimbursed amount to the Issuing Bank in immediately available funds prior to 3:00 p.m. on such date. Notices received after 1:30 p.m. shall be deemed to have been received on the following Business Day. If payment is not
            made by a Lender when due hereunder, interest on the unpaid amount shall accrue from and including the date of the Issuing Bank’s request to the date of payment at the Federal Funds Rate. After making any payment to the Issuing Bank under this
            Section 2.7(g) in connection with a particular Letter of Credit, a Lender shall be entitled to participate to the extent of its Percentage in the related
            reimbursements received by the Issuing Bank from the Borrowers or otherwise. Upon receiving any such reimbursement, the Issuing Bank will distribute to each Lender its Percentage of such reimbursement. At the option of the Administrative Agent,
            payment by the Lenders hereunder may be deemed a Revolving Advance.

         

        
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        (h)       Unless otherwise agreed by each
            Lender in writing, the Borrowers shall deposit in the Cash Collateral Account, on the fifth Business Day preceding the Revolving Commitment Termination Date, an amount equal to the then-applicable L/C Amount, less the balance (if any) then
            outstanding in the Cash Collateral Account. Such deposit shall be made (i) with respect to each Alternative Currency Letter of Credit, in the applicable Alternative Currency, and (ii) with respect to each Letter of Credit denominated in
            Dollars, in Dollars.

         

        (i)         From and after the Effective
            Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder.

         

        (j)         During any period in which
            there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire or fund participations in Letters of Credit pursuant to this Section 2.7, the “Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided



              that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists and (ii) the aggregate obligation of each non-Defaulting Lender to
            acquire, refinance or fund participations in Letters of Credit and Swing Line Advances shall not exceed the positive difference, if any, of (A) the Revolving Commitment of that non-Defaulting Lender minus (B) the aggregate outstanding principal amount of the Revolving Advances of that Lender.  Subject to Section 9.23, 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.

         

        (k)         Notwithstanding anything to
            the contrary contained in this Section 2.7, the Issuing Bank shall not be obligated to issue any Letter of Credit at a time when any Lender is a Defaulting Lender,
            unless the Issuing Bank has entered into arrangements satisfactory to it to eliminate the Issuing Bank’s risk with respect to any such Defaulting Lender’s reimbursement obligations hereunder (it being understood that arrangements pursuant to Section 2.7(j) or cash collateralizing such Defaulting Lender’s Percentage of the liability with respect to such Letter of Credit shall be deemed satisfactory to the
            Issuing Bank). On demand by the Issuing Bank or the Administrative Agent from time to time, the Borrowers shall cash collateralize each Defaulting Lender’s Percentage of the outstanding L/C Amount on terms reasonably satisfactory to the
            Administrative Agent and the Issuing Bank. Any such cash collateral shall be deposited in a separate account with the Administrative Agent, subject to the exclusive dominion and control of the Administrative Agent, as collateral (solely for the
            benefit of the Issuing Bank) for the payment and performance of each Defaulting Lender’s Percentage of outstanding Letters of Credit. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank immediately
            for each Defaulting Lender’s Percentage of any drawing under any Letter of Credit which has not otherwise been reimbursed by the Borrowers or such Defaulting Lender pursuant to the terms of this Section 2.7.

         

        
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        (l)        Notwithstanding anything to the
            contrary contained in this Section 2.7, the Issuing Bank shall at no time be obligated to issue any Letter of Credit hereunder if the beneficiary of such Letter of
            Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

         

        Section 2.8        Facility Fee.

         

        (a)        The Company shall pay to the
            Administrative Agent, for the benefit of the Lenders, a facility fee computed each day from the Effective Date through the Revolving Commitment Termination Date (and thereafter so long as there shall be any Revolving Outstandings) at an annual
            rate equal to the Facility Fee Rate in effect on such day applied to the Aggregate Revolving Commitment Amount (whether used or unused) hereunder (or, as applicable, applied to the remaining Revolving Outstandings after the Revolving Commitment
            Termination Date); provided that for any period during which such Lender is a Defaulting Lender, such Defaulting Lender shall not be entitled to receive any such
            facility fee (and the Company shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

         

        (b)       The facility fee set forth in
            this Section 2.8 shall be due and payable quarterly in arrears on the last day of each March, June, September and December during the term of the Revolving
            Commitments. Any facility fees remaining unpaid on the Revolving Commitment Termination Date shall be due and payable on that date and any facility fees accruing thereafter shall be payable upon demand.

         

        Section 2.9       Other Fees.

         

        The Borrowers shall pay to (a) the Administrative Agent, for the benefit of the Lenders, the upfront fee set forth in the separate fee letter
          agreement dated March 25, 2021 among the Company, Wells Fargo, and the Arrangers, (b) the Administrative Agent and Wells Fargo Securities, LLC, for their own respective accounts and not for the benefit of the Lenders, certain additional fees in
          the amounts set forth in the Fee Letter and (c) such other fees as shall have been separately agreed in writing, in the amounts and at the times so specified.

         

        Section 2.10     Termination or Reduction of the Revolving Commitments.

         

        The Company shall have the right at any time and from time to time upon three Business Days’ prior notice to the Administrative Agent (which shall
          promptly notify the Lenders) permanently to terminate the Revolving Commitments in whole or permanently to reduce the Revolving Commitment Amounts in part, without penalty or premium; provided that (a) the Revolving Commitments may not be terminated while any Revolving Advance, Swing Line Advance or L/C Amount remains outstanding, (b) each partial reduction shall be in the aggregate amount of
          $5,000,000 or a multiple thereof, (c) any partial reduction of the Revolving Commitment Amounts shall be pro rata as to each Lender in accordance with that Lender’s Percentage, and (d) no reduction shall reduce the Revolving Commitment Amounts to
          an amount less than the sum of the aggregate Revolving Outstandings (after giving effect to any prepayments of Revolving Advances and Swing Line Advances to be made on or prior to the effective date of such reduction) at the time.

         

        
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        Section 2.11      Voluntary Prepayments.

         

        The Borrowers may prepay the Revolving Advances in whole or in part, without penalty or premium, at any time and from time to time; provided that (a) any such prepayment shall be applied pro rata to the prepayment of each Lender’s Revolving Advances, (b) any prepayment of the full amount of the Revolving
          Advances shall include accrued interest thereon, (c) any prepayment of any Eurocurrency Rate Funding or any RFR Funding shall be accompanied by compensation as specified in Section 2.16, (d) any prepayment of any Eurocurrency Rate Funding that is not an Alternative Currency(i) Term SOFR Funding shall be made only upon three RFR Business Days’ prior notice, (ii) RFR Funding denominated in any Alternative Currency shall be made only upon five RFR Business Days’ prior notice, and any prepayment of any Alternative Currency(iii) Eurocurrency Rate Funding shall be made only upon four BusinessEurocurrency Banking Days’ prior notice (or five Eurocurrency Banking Days’ prior notice in the case of a Special Notice Currency), and (e) each such prepayment
          (other than prepayment of the Revolving Advances in full) shall be in the principal amount of $1,000,000 or an integral multiple of $500,000.  Each partial prepayment of principal on the Revolving Advances shall be applied, first, to that portion of such Revolving Advances
              bearing interest at theany then-existing Base Rate Fundings, and, second, to that portion of such Revolving Advances bearing interest at aratably to any then-existing Eurocurrency Rate Fundings and RFR Fundings and,
              in the case of Eurocurrency Rate Fundings and Term SOFR Fundings, in inverse order of the maturities of the Interest Periods applicable thereto.

         

        Section 2.12      Computation of Interest and Fees.

         

        All interest on (a) Base



          Rate Fundings accruing based on the Prime Rate and (b) Eurocurrency Rate Fundings denominated in Canadian dollars will



          be calculated based on the actual days elapsed in a year of 365 or 366 days, as the case may be. All other interest and all fees hereunder shall be computed on the basis of actual number of days elapsed in a year of 360 days.

         

        Section 2.13     Payments.

         

        (a)       All payments of the Obligations
            shall be made to the Administrative Agent in immediately available funds, without setoff or counterclaim at such office as the Administrative Agent may from time to time designate. All payments of principal and interest on any Advance shall be
            made in Dollars, except that Alternative Currency Fundings and reimbursement obligations arising from Alternative Currency Letters of Credit shall be repaid in that same Alternative Currency or converted as set forth in Section 2.7(f). Payments received after noon on any day shall be deemed received on the next succeeding Business Day. Subject to Section 9.8(c), the Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and the Administrative Agent in the ordinary course of business. Each Borrower hereby
            authorizes the Administrative Agent to charge against any demand deposit account the Borrowers maintain with the Administrative Agent an amount equal to the accrued interest and fees from time to time due and payable to the Lender Parties under
            the Notes or hereunder, or (at the Lenders’ option) to effect a Borrowing in such amount, all without receipt of any request for such charge or Borrowing.

         

        (b)        If, for the purpose of
            obtaining judgment in any court, it is necessary to convert a sum due hereunder in Dollars or any Alternative Currency (the “Specified Currency”) into another currency
            (the “Judgment Currency”), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent
            could purchase the Specified Currency with that amount of the Judgment Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrowers with respect to any such sum due from it to the
            Administrative Agent or any Lender (each, an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged
            only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder or under the Notes in the Judgment Currency, such Entitled Person may in accordance with normal banking procedures
            purchase and transfer to the required location of payment the Alternative Currency with the amount of the Judgment Currency so adjudged to be due; and the Borrowers hereby, as a separate obligation and notwithstanding any such judgment, agree
            to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the applicable Alternative Currency, any difference between the sum originally due to such Entitled Person in the Alternative Currency and the amount of
            the Alternative Currency so purchased and transferred on that Business Day.

         

        
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        (c)      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, or otherwise, and including any amounts made available to the Administrative Agent for
            the account of such Defaulting Lender pursuant to Section 2.7), 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 Issuing Bank and/or the Swing Line Lender hereunder; third, if so determined
            by the Administrative Agent or requested by the Issuing Bank and/or the Swing Line Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender of any participation in any Swing Line Advance or Letter of
            Credit; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting
            Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
            Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Advances under this Agreement; sixth, to the payment of any amounts owing to the Administrative Agent, the Lenders, the Issuing Bank or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by the
            Administrative Agent, any Lender, the Issuing Bank or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against
            such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
            directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Revolving Advances or funded
            participations in Swing Line Advances or Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share and (ii) such Revolving Advances or funded participations in Swing Line Advances or Letters of
            Credit were made at a time when the conditions set forth in Section 3.3 were satisfied or waived, such payment shall be applied solely to pay the Revolving Advances
            of, and funded participations in Swing Line Advances or Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Advances of, or funded participations in Swing Line
            Advances or Letters of Credit owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral
            pursuant to this Section 2.13(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

         

        Section 2.14      Payment on Non-Business Days.

         

        Whenever any payment to be made hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment may be
          made on the next succeeding Business Day, and such extension of time shall in each case be included in the computation of payment of interest thereon.

         

        
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        Section 2.15      Use of Advances and Letters of Credit.

         

        The proceeds of each Borrowing, each Swing Line Advance and each Letter of Credit, shall be used by the Borrowers for their general corporate
          purposes (including commercial paper backup) or as otherwise permitted pursuant to Section 5.8.

         

        Section 2.16      Funding Indemnification.

         

        The Borrowers shall, in addition to other amounts payable hereunder, also compensate any Lender, upon written request by that Lender (which
          request shall set forth the basis for requesting such amounts), for all losses and expenses in respect of any interest or other consideration paid by that Lender to lenders of funds borrowed by it or deposited with it to maintain any portion of
          the principal balance of that Lender’s Eurocurrency Rate Fundings, RFR Fundings or Swing Line
              Advances which that Lender may sustain to the extent not otherwise compensated for hereunder and not mitigated by the reemployment of such funds if any prepayment of any such portion occurs on a date that is not the expiration date
          of the relevant Interest Period or applicable interest payment date, as applicable, or
          if a Borrowing or prepayment in whole or in part of a Eurocurrency Rate Funding, an RFR Funding or a Swing Line Advance fails to occur. A certificate as to any such loss or expense
          (including calculations, in reasonable detail, showing how that Lender computed such loss or expense) shall be promptly submitted by that Lender to the Company and shall, in the absence of manifest error, be conclusive and binding as to the
          amount thereof. Such loss or expense may be computed as though that Lender acquired deposits in the London or other applicable interbank market to fund that portion of the principal balance whether or not that Lender actually did so.

         

        Section 2.17      Taxes.

         

        (a)         Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Bank and the term
            “applicable law” includes FATCA.

         

        (b)        Payments Free of Taxes. Any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as
            required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires 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 and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum
            payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable
            Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

         

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

         

        (d)        Indemnification by the Borrowers. The Borrowers shall jointly and severally 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising
            therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the
            Borrowers 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.

         

        
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        (e)        Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender
            (but only to the extent that any Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of any Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to
            comply with the provisions of Section 9.8(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each
            case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
            the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
            Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent
            under this Section 2.17(e).

         

        (f)        Evidence of Payments. As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section 2.17, the applicable Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting
            such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

         

        (g)        Status of Lenders.

         

        (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 applicable Borrower and the Administrative Agent, at the time or times reasonably requested by the applicable Borrower
            or the Administrative Agent, such properly completed and executed documentation reasonably requested by the applicable 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 applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the applicable Borrower or the
            Administrative Agent as will enable the applicable 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 Sections 2.17(g)(ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such
            completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

         

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

         

        (A)      any Lender that is a U.S. Person
            shall deliver to the applicable 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 applicable Borrower or
            the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

         

        
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        (B)       any Foreign Lender shall, to
            the extent it is legally entitled to do so, deliver to the applicable 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 applicable Borrower or the Administrative Agent), whichever of the following is applicable:

         

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

         

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

         

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

         

        (4)        to the extent a Foreign Lender
            is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or W-8BEN-E), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 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 entitled to do so, deliver to the applicable 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 applicable Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from
            or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the applicable Borrower or the Administrative Agent to determine the withholding or
            deduction required to be made; and

         

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

         

        Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any
          respect, it shall update such form or certification or promptly notify the applicable Borrower and the Administrative Agent in writing of its legal inability to do so.

         

        (h)        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 2.17 (including by the payment of additional amounts pursuant to this Section 2.17),



            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 out-of-pocket expenses (including
            Taxes) of 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 Section 2.17(h) (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 Section 2.17(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.17(h) 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 Tax subject to indemnification had not
            been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph 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.

         

        
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        (i)       FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby
            authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

         

        (j)       Survival. Each party’s obligations under this Section 2.17 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 Revolving Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

         

        Section 2.18      Increased Costs; Eurocurrency RateBenchmark Availability; Illegality.

         

        (a)         Increased Costs Generally. If any Change in Law binding on or applicable to any Lender or the Issuing Bank 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 advances, loans or other credit extended or participated in by, such Lender (except any
            reserve requirement reflected in the Adjusted Eurocurrency Rate) or the Issuing Bank,
            as the case may be;

         

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

         

        (iii)       impose on such Lender or the
            Issuing Bank, as the case may be, or the London or other applicable offshore interbank
            market any other condition, cost or expense (other than any taxes) affecting this Agreement, Eurocurrency Rate Advances made
                by such Lender, Swing Line Advances 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 into or maintaining any Eurocurrency Rate Advance (or of maintaining its obligation to make any such Advance) or any Swing Line Advance (or of maintaining its obligation to make any such Swing Line Advance), or to increase the cost to such Lender
          or the Issuing Bank 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 Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or the Issuing Bank, as the case may be, that complies with Section 2.18(c), the Borrowers shall promptly pay to any such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for
          such additional costs incurred or reduction suffered.

         

        (b)        Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or such Lender’s or the
            Issuing Bank’s holding company, if any, regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or
            the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitment of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
            Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
            policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time within ten Business Days following written request of such Lender or the Issuing Bank, as
            the case may be, that complies with Section 2.18(c), the Borrowers shall promptly pay to such Lender or the Issuing Bank, as the case may be, such additional amount
            or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

         

        
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        (c)       Certificates for Reimbursement. Any request from any Lender or the Issuing Bank for payment of additional amounts pursuant to Section



                2.18(a) or (b) shall include certification (i) that one of the events described in Section



                2.18(a) or (b) has occurred and describing in reasonable detail the nature of such event, (ii) as to the reduction of the rate of return on capital
            resulting from such event and (iii) as to the additional amount or amounts requested by such Lender or the Issuing Bank, as the case may be, and a reasonably detailed explanation of the calculation thereof. A certificate of a Lender or the
            Issuing Bank complying with the immediately preceding sentence and setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Section 2.18(a) or (b) and delivered to the Company shall be conclusive absent manifest error. The Borrowers
            shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Notwithstanding the foregoing, neither any Lender nor the Issuing Bank shall make demand
            for payment of increased costs under this Section 2.18 unless such Lender or the Issuing Bank, as the case may be, is generally imposing such increased costs on its
            similarly situated customers.

         

        (d)        Delay in Requests. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section



                2.18 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be
            required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
            the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or
            reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

         

        (e) Additional Reserve Costs. For so long as any Lender is required to make special deposits with the Bank of England and/or The Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or to comply
              with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority (including any such requirement imposed by the Bank of England, the European Central Bank or the European System of Central Banks, but
              excluding requirements reflected in the computation of the Eurocurrency Rate) in respect of any of such Lender’s Eurocurrency Rate Advances or Swing Line Advances, such Lender shall be entitled to require the applicable Borrower to pay,
              contemporaneously with each payment of interest on each of such Lender’s Advances subject to such requirements, additional interest on such Advance at a rate per annum specified by such Lender to be the cost to such Lender of complying with
              such requirements in relation to such Advance. Any additional interest owed pursuant to this subsection shall be determined in reasonable detail by the applicable Lender, which determination shall be conclusive absent manifest error, and
              notified to the applicable Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the applicable Advance, and such additional interest so notified to the applicable
              Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Advance.

         

        
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        (e)    



              [Reserved].

         

        (f)        Limitation on Obligations of Company. Notwithstanding anything to the contrary in this Section 2.18, if a Lender changes its applicable Lending Office (other than (i) pursuant to Section 2.18(g) or (ii)
            after an Event of Default under Section 7.1(a), (h) or (i) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Company to become obligated to pay any additional amount or compensation
            under this Section 2.18, the Company shall not be obligated to pay such additional amount.

         

        (g)      Designation of a Different Lending Office. If any Lender requires the Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
            Section 2.17, or requests compensation under Section 2.18, then such Lender shall use
            reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
            such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or Section 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all
            reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

         

        (h)      Eurocurrency RateCircumstances Affecting Availability. Subject to Section 2.18(k), if the Required Lenders or the Administrative Agent determine that, by reason of
                circumstances affecting the relevant market, in connection with any request for aRFR Funding or any Eurocurrency Rate Funding, or a conversion to or (or any request therefor, conversion thereto or a continuation thereof, or a Swing Line Advance that (i), any Swing Line Advance, or otherwise,
                if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan
                Document with respect to any Obligations, interest, fees, commissions or other
                amounts, reasonable and adequate means do not exist for ascertaining Daily Simple
                RFR pursuant to the definition thereof, (y) if Adjusted Term SOFR or an Adjusted Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or such Adjusted Eurocurrency Rate, as applicable, for the applicable
                Currency and the applicable Interest Period with respect to a proposed Term SOFR Funding, a proposed Eurocurrency Rate Funding or a proposed Swing Line Advance, as applicable, on or prior to the first day of such Interest Period (or
                determination of the interest rate applicable thereto, in the case of a Swing Line Advance), or (z) if Adjusted Daily Simple SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR with
                respect to a proposed Daily Simple SOFR Advance on or prior to the determination of the interest rate applicable thereto, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest
                error) that a fundamental change has occurred in the foreign exchange or interbank markets with respect to an applicable Alternative Currency (including changes in national or international financial, political or economic conditions or
                currency exchange rates or exchange controls), (Aiii) with respect to any Eurocurrency Rate Funding, deposits (whether in
                Dollars or an Alternative Currency)the Administrative Agent shall determine
                (which determination shall be conclusive and binding absent manifest error) that deposits are not being offered in the applicable Currency to banks in the London



                or other applicable offshore interbank market for such currency for the applicable Currency, amount andor
            Interest Period of such Eurocurrency Rate Funding, and as a result the Eurocurrency Base Rate cannot be determined as provided
                in the definition thereof, or (Biv) with respect to any Swing Line Advance, the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (A) Dollar deposits are not being offered to banks in
            the Londonapplicable interbank market for the applicable amount of such Swing Line Advance, and as a result the LIBOR Daily Floating Rate cannot be determined as provided in the definition thereof, (ii)(A) with respect to any Eurocurrency Rate Funding, adequate and reasonable means do not
                exist for determining the Eurocurrency Rate for any requested Interest Period with respect to such proposed Eurocurrency Rate Funding, or (B) with respect to any Swing Line Advance, adequate and reasonable means do not exist for determining
                the LIBOR Daily Floating Rate with respect to such Swing Line Advance, or (iii)(A) (B) Adjusted Term SOFR does not adequately and fairly reflect the cost to the Swing Line Lender of making or maintaining such Swing Line Advance, or (C) Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to the Swing Line Lender of making or maintaining a Daily Simple SOFR Advance or (v) the Required Lenders shall determine (which
                determination shall be conclusive and binding absent manifest error) that (A) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Eurocurrency Rate Funding, the Eurocurrency Rate for any requested Interest Period with respect to such proposed Eurocurrency Rate FundingObligations, interest, fees, commissions or other amounts, Daily Simple RFR does not
            adequately and fairly reflect the cost to such Lenders of fundingmaking or maintaining such AdvanceAdvances, or (B) if Adjusted Term SOFR or an Adjusted Eurocurrency Rate is utilized in any calculations hereunder or
                under any other Loan Document with respect to any Swing Line Advance, the LIBOR Daily Floating Rate with
                respect to such proposed Swing Line AdvanceObligations, interest, fees,
                commissions or other amounts, Adjusted Term SOFR or such Adjusted Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to the Swing Line Lender of funding such Advance, the Administrative Agent will promptly so notify the Company and each Lender.  Thereafter, in the case of any Eurocurrency Rate Funding, the such Lenders of making or maintaining such Advances
                during the applicable Interest Period and, in the case of clause (A) or clause (B) above in this clause (v), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative
                Agent shall promptly give written notice thereof to the Company.  Notwithstanding anything to the contrary contained in this Section 2.18(h), the Administrative Agent shall only have the right to give such written notice if the
                Administrative Agent’s determination was made at an institution-wide level at the Administrative Agent, and not for selective customers.  Upon notice thereof by the Administrative Agent to the Company, any obligation of the Lenders to make or maintainRFR Fundings or Eurocurrency Rate Fundings, as applicable, in each such Currency (and any obligation of the Swing Line Lender to make Swing Line Advances), and any right of any Borrower to convert any Funding in each such Currency (if applicable) to or continue any Funding as an RFR Funding or as part of a Eurocurrency Rate Funding, as
                applicable, in each such Currency, shall be suspended (as set forth in the immediately following sentence with respect to pending or outstandingto the extent of the affected RFR Funding or Eurocurrency Rate Funding or, in the case of Term SOFR Fundings or
            Eurocurrency Rate Fundings, the affected Interest Periods) until the Administrative
            Agent (acting on its own orwith respect to clause (v) above, at the instruction of the Required Lenders) revokes such notice; and in the case of any Swing Line Advance, the obligation of the Swing Line Lender to make or maintain any Swing Line
                Advance shall be suspended until the Administrative Agent revokes such notice.  Upon receipt of such notice
                with respect to any Eurocurrency Rate Funding, (1A) the applicable BorrowerBorrower(s) may revoke any pending request
            for a Borrowingborrowing of, conversion to or continuation of RFR Fundings or Eurocurrency Rate FundingFundings in each such affected Currency (to the extent of the affected RFR Fundings or Eurocurrency
                Rate Fundings or, in the case of Term SOFR Fundings or Eurocurrency Rate Fundings, the affected Interest Periods) or, failing that, and(I) in the case of any such request for a Revolving Advance in Dollars, suchborrowing of an
                affected Term SOFR Funding, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to
            a Base Rate Funding in the amount specified therein, (2) any outstanding Revolving Advances denominated in Dollars that were to
                be continued as and (II) in the case of any request for a borrowing of an affected RFR Funding or Eurocurrency Rate Advances



                shall, on the first day of the Interest Period immediately succeeding the date of receipt of such notice (or if such notice has been received on the first day of an Interest Period, on such date), be continued as Revolving Advances bearing
                interest at the Base Rate, and (3) any outstanding Revolving Advances denominated in an Alternative Currency shall either be (x) repaid in full (with accrued interest thereon (subject to Section 2.16)) on the last day of the then-current
                Interest Period applicable to such Revolving Advances, or (y) converted (based on the Dollar Equivalent of the outstanding amount thereof) Funding in an Alternative Currency, then such request shall be ineffective, (B) the
                Company may revoke any pending request for a borrowing of a Swing Line Advance (or, failing that, any such request shall be deemed ineffective), and (C)(I)
                any outstanding affected Term SOFR Funding will be deemed to have been converted into a Base Rate Funding at the end of the applicable Interest Period and (II) any outstanding affected Alternative Currency Funding, at the applicable
                Borrower’s election, shall either (1) be converted into a Base Rate Funding denominated in Dollars as of (in an amount equal to the Dollar Equivalent of such Alternative Currency Funding) immediately or, in the case of a Eurocurrency Rate Funding, at the end of the applicable Interest Period or (2) be
                prepaid in full immediately or, in the case of a Eurocurrency Rate Funding, at the end of the applicable Interest Period; provided that if no election is made by the applicable Borrower by the date that is the earlier of (x) three (3)
                Business Days after receipt by such Borrower of such notice or (y) with respect to a Eurocurrency Rate Funding, the last day of suchthe current Interest Period., the applicable Borrower shall be deemed to have elected clause (1) above.  Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest (except with respect to any
                prepayment or conversion of a Daily Simple RFR Funding) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.

         

        
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        (i)         Illegality. If, in any applicable jurisdiction, the Administrative Agent, the Issuing Bank or any Lender or any Designated Lender determines that any law has made it unlawful, or that any
            Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the Issuing Bank or any Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii)
            fund or maintain its participation in any Advance or (iii) issue, make, maintain, fund or charge interest with respect to any Credit Extension, such Person shall promptly notify the Administrative Agent, and, upon the Administrative Agent
            notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Credit Extension shall be suspended, and to the extent required by
            applicable law, cancelled. Upon receipt of such notice, the Borrowers shall, (A) repay that Person’s participation in the Advances or other applicable Obligations on the last day of the Interest Period for each Advance or other Obligation
            occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted
            by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

         

        
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        (j)        Change in Currency Controls, etc. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the
            national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Required Lenders (in the case of any Revolving Advances to be
            denominated in an Alternative Currency) or the Issuing Bank (in the case of any Letter of Credit to be denominated in an Alternative Currency), (i) such currency no longer being readily available, freely transferable and convertible into
            Dollars, (ii) a Dollar Equivalent no longer being readily calculable with respect to such currency, (iii) such currency being impracticable for the Lenders or (iv) such currency being a currency in which the Required Lenders are no longer
            willing to make such Credit Extensions (each circumstance described in clause (i), (ii),
            (iii) and (iv) above, a “Disqualifying



                Event”), then the Administrative Agent shall promptly notify the Lenders and the Company, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist.
            Within, five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all Revolving Advances in such currency to which the Disqualifying Event applies or convert such Revolving Advances into the
            Dollar Equivalent of Revolving Advances in Dollars, subject to the other terms contained herein.

         

        (k)         Benchmark Replacement Setting.

         

        (i)         (A)    Benchmark Replacement.  Notwithstanding anything to the
            contrary herein or in any other Loan Document (it being understood and agreed that any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section
                2.18(k)), ifupon the occurrence of a Benchmark Transition Event or


                an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time inwith respect ofto any setting


                of any then-current Benchmark, then (x) ifthe Administrative Agent and the Company may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such
                Benchmark Replacement Date and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any
                amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for
                such Benchmark Replacement Date and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after.  Any such amendment with respect to a Benchmark Transition Event will become effective at
            5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative Agent has not
            received, by such time, written notice of objection to such Benchmark Replacementamendment from Lenders comprising the Required Lenders.  No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.18(k)(i)(A) will occur prior to the applicable Benchmark Transition
                Start Date.

         

        (B)      Notwithstanding anything to the contrary herein or in any other Loan Document, solely with respect to any Obligations,
                interest, fees, commissions or other amounts denominated in Dollars or calculated with respect thereto, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
                setting of the applicable then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
                settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has
                delivered to the Lenders and the Company a Term SOFR Notice.  For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in
                its sole discretion.

         

        
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        (ii)       Benchmark Replacement Conforming Changes. In connection with
            the use, administration, adoption or implementation of a Benchmark Replacement, the
            Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time
            and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark
                Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

         

        (iii)          Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a Benchmark Transition
                Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark
                Replacement Date, (B) thethe implementation of any Benchmark
            Replacement, and (CB) the effectiveness of any Benchmark Replacement Conforming Changes, (D) in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will promptly notify the Company of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.18(k)(iv) and (E) the commencement or conclusion of any Benchmark
                Unavailability Period.  Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.18(k), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
            taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each
            case, as expressly required pursuant to this Section 2.18(k).

         

        (iv)       Unavailability of Tenor of Benchmark.  Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
            Replacement), (A) if any then-current Benchmark is a term rate (including the Term
            SOFR Reference Rate or USD LIBOREURIBOR)
            and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory
            supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will be no longernot be representative, then the Administrative Agent may modify the definition of
            “Interest Period” (or any similar or analogous definition) for any Benchmark settings
            at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is
            subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will no longernot be representative for a Benchmark (including a Benchmark Replacement), then the
            Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous
                definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

         

        
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        (v)         Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, any applicable(A) each Borrower may (1) revoke any
            pending request for a borrowing of, conversion to or continuation of RFR Fundings or Eurocurrency Rate Fundings, in each case, to be made, converted or continued during any Benchmark Unavailability Period (or,denominated in the applicable Currency, or (2) with respect to any Swing Line Advance, revoke any pending request for such Swing Line Advance) and, failing
            that, (iI) in the case of aany request for a borrowing of, conversion to or continuation of Eurocurrency Rate Fundings denominated in Dollars, suchany affected Term SOFR Funding, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to a Base Rate
            Funding in the amount specified therein, and (iiII) in the case of a request for a borrowing of, conversion to or
                continuation of Revolving Advances denominated in any currency other than Dollars, such request shall be
                ineffective (with any outstanding Revolving Advances to be (A) in the case of any such Revolving Advances
                denominated in Dollars, continued on the last day of the then-applicable Interest Period (if applicable) as Revolving Advances bearing interest at the Base Rate, or (B) in the case of any such Revolving Advancesany request for any affected RFR Funding or Eurocurrency Rate Funding, in each case, in an
                Alternative Currency, if applicable, or in the case of any request for a Swing Line Advance, then such request shall be ineffective and (B)(I) any outstanding affected Term SOFR Funding, if applicable, will be deemed to have been converted
                into a Base Rate Funding at the end of the applicable Interest Period and (II) any outstanding affected RFR Fundings or Eurocurrency Rate Fundings, in each case, denominated in an Alternative Currency, either (x) repaid in full (with accrued interest thereon (subject to Section 2.16)) on the last day of the then-current Interest Period applicable to such
                Revolving Advances (if applicable), or (y) converted (based on the Dollar Equivalent of the outstanding amount thereof)at the applicable Borrower’s election, shall either (1) be converted into a Base Rate Funding denominated in Dollars as of (in an amount equal to the Dollar Equivalent of such Alternative Currency Funding) immediately or, in the case of Eurocurrency Rate Fundings, at the end of the applicable Interest Period or (2) be prepaid in full immediately or, in the case of Eurocurrency Rate Fundings, at the end of the applicable Interest Period; provided that with respect to any Daily Simple RFR Funding, if no election
                is made by the applicable Borrower by the date that is three (3) Business Days after receipt by such Borrower of such notice, such Borrower shall be deemed to have elected clause (1) above; provided, further, that with respect to any Eurocurrency Rate Funding, if no election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by
                such Borrower of such notice and (y) the last day of suchthe current Interest Period (iffor the applicable)).  During any Eurocurrency Rate Funding, such Borrower shall be deemed to have elected clause (1) above.  Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest
                (except with respect to any prepayment or conversion of a Daily Simple RFR Funding) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.  During a Benchmark Unavailability
            Period with respect to any Benchmark or at any time that a tenor for any then-current
            Benchmark is not an Available Tenor, the component of the Reference Rate or any other Benchmark that is based
            upon the then-current Benchmark that is the subject of such Benchmark Unavailability
            Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the ReferenceBase Rate or such other Benchmark.

         

        
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        (vi) London Interbank Offered Rate Benchmark Transition Event. 



              On March 5, 2021, the IBA, the administrator of London interbank offered rate, and the FCA, the regulatory supervisor of the IBA, made the Announcements that the final publication or representativeness date for the London interbank offered
              rate for: (A) Euros and Swiss francs will be December 31, 2021, (B) Dollars for 1-week and 2-month tenor settings will be December 31, 2021 and (C) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30,
              2023.  No successor administrator for the IBA was identified in such Announcements.  The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London
              interbank offered rate for the each of the aforementioned currencies and that any obligation of the Administrative Agent to notify any parties of any such Benchmark Transition Event pursuant to Section 2.18(k)(iii) shall be deemed
              satisfied.

         

        Section 2.19      Guarantees.

         

        (a)        Delivery of Subsidiary Guaranties. Concurrent with the designation by the Company of any Subsidiary as a “Designated Subsidiary” pursuant to Section 9.2, the Company (subject to Section 2.19(c)) will deliver to the Administrative Agent (i) a guaranty (or joinder to a guaranty
            previously delivered pursuant to this Section 2.19(a)), executed by such Subsidiary, in form and substance satisfactory to the Administrative Agent, guarantying
            payment by such Designated Subsidiary of all Obligations of all other Borrowers, (ii) a certificate of the secretary or other appropriate officer of such Subsidiary, in form and substance satisfactory to the Administrative Agent, (A) certifying
            that the execution, delivery and performance of such guaranty or joinder have been duly approved by all necessary action of the Governing Board of such Subsidiary, and attaching true and correct copies of the applicable resolutions granting
            such approval, (B) certifying that attached to such certificate are true and correct copies of the Organizational Documents of such Subsidiary, together with such copies, and (C) certifying the names of the officers of such Subsidiary that are
            authorized to sign that guaranty or joinder and (iii) an opinion of counsel to that Subsidiary, opining as to the due execution, delivery and enforceability of such guaranty and joinder, in form and substance satisfactory to the Administrative
            Agent.

         

        (b)       Company Guaranty. In addition, concurrent with the designation by the Company of the initial “Designated Subsidiary” under Section



                9.2, if any, the Company will deliver to the Administrative Agent (i) a guaranty, executed by the Company, in form and substance satisfactory to the Administrative Agent, guarantying payment by the Company of all Obligations of
            all other present and future Borrowers, (ii) a certificate of the secretary or other appropriate officer of the Company, in form and substance satisfactory to the Administrative Agent, (A) certifying that the execution, delivery and performance
            of that guaranty have been duly approved by all necessary action of the Governing Board of the Company, and attaching true and correct copies of the applicable resolutions granting such approval, (B) certifying that attached to such certificate
            are true and correct copies of the Organizational Documents of the Company, together with such copies, and (C) certifying the names of the officers of the Company that are authorized to sign that guaranty and (iii) an opinion of counsel to the
            Company, opining as to the due execution, delivery and enforceability of such guaranty, in form and substance satisfactory to the Administrative Agent.

         

        
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        (c)      Foreign Borrowers: Non-Liability for Domestic Borrowings. Notwithstanding any other provision of this Agreement or any other Loan Document, no Borrower that is a Foreign Subsidiary shall have any
            obligation or liability hereunder or under the Guaranty (i) on account of any borrowings by any Borrower other than such Foreign Subsidiary or (ii) under Section 9.6
            on account of the actions or inactions of any Borrower other than such Foreign Subsidiary, in each case to the extent that (A)(1) such obligation or liability in respect of the Obligations of such other Borrower or Borrowers is prohibited by
            applicable law governing such Foreign Subsidiary or (2) the Company has reasonably determined that such obligation or liability in respect of the Obligations of such other Borrower or Borrowers would have a material adverse tax consequence for
            the Company or any Subsidiary (including any material consequence arising from the operation of Section 956 of the Code) and (B) in either case, the Company has so indicated in the applicable Designation Letter. To the extent that at the time
            any Foreign Subsidiary becomes a Designated Subsidiary, the circumstances in clause (A)(1) or (A)(2)
            above are applicable to such Foreign Subsidiary with respect to any other Borrower or Borrowers and the Company has so indicated in the applicable Designation Letter, (x) in the case of a Foreign Subsidiary as to which either of such clauses is
            applicable in respect of the Obligations of all other Borrowers, such Foreign Subsidiary shall not be obligated to execute the Guaranty and (y) in the case of a Foreign Subsidiary as to which either of such clauses is applicable in respect of
            the Obligations of only certain other Borrowers, such Foreign Subsidiary shall be obligated to execute the Guaranty or a joinder thereto on terms which limit such Foreign Subsidiary’s guarantee thereunder to the Obligations of the Borrower or
            Borrowers as to which such circumstances do not apply. The Administrative Agent is authorized from time to time in connection with the designation of new Designated Subsidiaries to consent to and enter into such amendments or modifications of
            the Guaranty as it deems appropriate to assure that no Foreign Subsidiary which is a Borrower is obligated under the Guaranty in respect of the Obligations of any other Borrower as to which the circumstances in clause (A)(1) or (A)(2) above are applicable in the case of such Designated Subsidiary. The Company agrees that from
            time to time in connection with the designation of new Designated Subsidiaries it shall cause pre-existing Designated Subsidiaries to execute such amendments or modifications of the Guaranty as the Administrative Agent deems appropriate to
            assure that each Designated Subsidiary is liable under the Guaranty for the Obligations of all other Borrowers as to which the circumstances in clause (A)(1) or (A)(2) above are not applicable in the case of such Designated Subsidiary.

         

        Section 2.20      Swing Line.

         

        (a)        In order to accommodate the
            Company’s need for short-term revolving credit, Wells Fargo (in such capacity, the “Swing Line Lender”) may, from time to time and in its sole discretion, make
            advances in Dollars to the Company on the terms and subject to the conditions set forth in this Section (each, a “Swing Line Advance”). Swing Line Advances may be made
            during the period from the Effective Date through and including the Revolving Commitment Termination Date.

         

        (b)       The maximum aggregate principal
            amount of Swing Line Advances that may be outstanding at any given time shall be $50,000,000; provided that the sum of the Swing Line Advances plus the aggregate amount of Revolving Advances outstanding under Section 2.1 and the L/C
            Amount shall never exceed the Aggregate Revolving Commitment Amount.

         

        (c)        Each Swing Line Advance shall
            occur following written or telephonic request to Administrative Agent (which shall promptly remit such notice to the Swing Line Lender) from any person purporting to be authorized to request Advances on behalf of the Company. Each such notice
            or request must be received by the Administrative Agent no later than 3:00 p.m. on the Business Day on which the Swing Line Advance is to occur and shall specify (i) that the Company is requesting a Swing Line Advance, and (ii) the aggregate amount thereof, and (iii) whether the Company is requesting such Swing Line Advance bear interest by reference to Adjusted Term SOFR or Adjusted Daily Simple SOFR. Prior to
            the close of business on the date of receipt of each such notice or request, the Swing Line Lender shall disburse the Swing Line Advance by making a Swing Line Advance available to the Administrative Agent by wire transfer of immediately
            available funds to the Administrative Agent, which shall promptly credit the same to the Company’s demand deposit account maintained with the Administrative Agent or in such other manner as the Swing Line Lender, the Administrative Agent and
            the Company may from time to time agree in writing.

         

        
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        The Swing Line Lender shall have no obligation to, and shall not, disburse any Swing Line Advance if any condition set forth in
          Article III has not been satisfied on the day of the requested Swing Line Advance. Each Swing Line Advance shall be in the amount of $500,000 or an integral multiple
          thereof (or such other amount as the Swing Line Lender may agree).

         

        (d)        EachAt the Company’s election, each Swing Line Advance shall bear interest on each day at an annual rate equal to the



                LIBOR Daily Floating Rateeither (i) Adjusted Term SOFR for a one-month tenor
                in effect on such day, plus the applicable LIBOR Daily Floating RateRFR Margin on such day, or (ii)
                Adjusted Daily Simple SOFR in effect on such day, plus the applicable Adjusted Daily Simple SOFR Margin on such day.

         

        (e)       Interest on the Swing Line
            Advance shall be payable on any date on which such Swing Line Advance is repaid or prepaid, whether due to Section 2.20(g), acceleration or otherwise, and on the
            Revolving Commitment Termination Date.

         

        (f)        The Swing Line Advances made by
            the Swing Line Lender shall, at the option of the Swing Line Lender, be evidenced by and repayable in accordance with a single promissory note of the Company (the “Swing Line
                Note”) payable to the Swing Line Lender, substantially in the form of Exhibit C hereto.

         

        (g)        The Company shall repay the
            then-outstanding principal of the Swing Line Advances in full from time to time on the final day of each month and upon such repayment in full, shall not request another Swing Line Advance for at least one full Business Day. The Company may use
            the proceeds of a Revolving Advance made pursuant to Section 2.1 to repay any Swing Line Advance.

         

        (h)        The Swing Line Lender may at
            any time and from time to time (whether before or after the occurrence of an Event of Default), by notice to the Administrative Agent not later than 1:00 p.m. on any Business Day, request that the Lenders refund the then-outstanding Swing Line
            Advances by making Revolving Advances to the Company pursuant to Section 2.1 in an aggregate principal amount equal to the then outstanding principal amount of all
            Swing Line Advances plus interest accrued thereon to and including the date of such notice and request. Upon receiving such notice and request, and in any event not
            later than 2:00 p.m. on the date of the notice and request, the Administrative Agent shall notify each Lender of the amount of the requested Borrowing, that the proceeds of the Borrowing are to be used to repay a Swing Line Advance and of the
            amount of each Lender’s Revolving Advance with respect thereto. Unless one of the events described in Sections 7.1(h) or (i) shall have occurred with respect to the Company, then subject to the provisions of Section 2.20(j) below, so long as a Lender
            receives such notice from the Administrative Agent prior to 2:00 p.m. on the date the requested Borrowing is to occur, each Lender shall make its Revolving Advance with respect to that Borrowing available to the Administrative Agent by wire
            transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. on the same day. Prior to the close of business on the same day, the Administrative Agent will disburse the Borrowing by crediting the same to the
            account of the Swing Line Lender. Any Revolving Advances made by Lenders pursuant to this Section 2.20(h) shall initially bear interest at the Base Rate, but the rate
            of interest that applies to such Revolving Advances may be converted pursuant to Section 2.3(d), and such Revolving Advances shall in all other respects be treated in
            the same manner as Revolving Advances made pursuant to Section 2.1. Each Lender acknowledges and agrees that its obligation to refund Swing Line Advances in
            accordance with the terms of this Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Article III.

         

        
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        (i)        The Company may prepay any
            Swing Line Advance on the Business Day it is made or on any subsequent Business Day; provided that each such prepayment shall be in the principal amount of $500,000
            or an integral multiple thereof (or, if less, the entire then-outstanding amount of all Swing Line Advances).

         

        (j)         In the event that one of the
            Events of Default described in Section 7.1(h) or (i) shall have occurred, the
            Administrative Agent shall immediately notify the Swing Line Lender and the Lenders, and, if any Swing Line Advances or interest thereon is outstanding on such day it receives notice, each Lender will purchase from the Swing Line Lender an
            undivided participation interest in such Swing Line Advances and interest thereon in an amount equal to its Percentage of such Swing Line Advances. Upon request, each Lender will promptly transfer to the Swing Line Lender, in immediately
            available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a loan participation certificate, dated the date of receipt of such funds and in such amount. Thereafter, the Swing Line
            Lender shall make no further Swing Line Advances, any payments received directly by the Swing Line Lender with respect to the Swing Line Advances shall be treated as excess payments subject to Section 8.4, and all other payments made by the Company shall be applied in the manner required by Section 8.2.

         

        (k)       Any Swing Line Advances that are
            outstanding on the Revolving Commitment Termination Date shall be paid in full on such date, with all accrued interest.

         

        (l)         No Borrower other than the
            Company may borrow any Swing Line Advance.

         

        Section 2.21      Substitution of Lender.

         

        Upon the receipt by the Company from any Lender (an “Affected Lender”)



          of a notice of illegality under Section 2.3(e) or a claim for compensation under Section 2.17
          or 2.18, or if any Lender shall be a Defaulting Lender, a Non-Consenting Lender or a Non-Extending Lender, the Company may: (a) request that one or more of the other
          Lenders assume all or part of such Affected Lender’s, Defaulting Lender’s, Non-Consenting Lender’s or Non-Extending Lender’s, as applicable, Advances and Revolving Commitment (which request each such other Lender may decline or agree to in its
          sole discretion); or (b) designate a replacement bank or other entity satisfactory to the Company to acquire and assume all or part of such Affected Lender’s, Defaulting Lender’s, Non-Consenting Lender’s or Non-Extending Lender’s, as applicable,
          Advances and Revolving Commitment at the face amount thereof (a “Substitute Lender”). Any such designation of a Substitute Lender under clause (b) above shall be subject to the prior written consent of the Administrative Agent (which consent shall not unreasonably be withheld). Any transfer of Advances or Revolving Commitments
          pursuant to this Section 2.21 shall be made in accordance with Section 9.8, and the
          Affected Lender, Defaulting Lender, Non-Consenting Lender or Non-Extending Lender, as applicable shall be entitled to payment in full of the principal amount of its outstanding Advances, all accrued interest thereon, and all accrued fees to the
          date of such transfer. Upon the receipt by the Company from the Issuing Bank of a claim for compensation under Section 2.17 or 2.18, the Company may elect to replace the Issuing Bank as such by designating another Lender (which has consented to such designation) to act as the Issuing Bank, whereupon such other Lender shall
          act as the Issuing Bank and have the rights and obligations of the Issuing Bank; provided that (i) such replacement shall not diminish or impair the rights of the
          replaced Issuing Bank or the obligations of the Borrowers and the other Lenders relative to Letters of Credit issued by the replaced Issuing Bank prior to its replacement and (ii) the new Issuing Bank shall not have the rights or obligations of
          the “Issuing Bank” relative to Letters of Credit issued by its predecessor Issuing Bank.

         

        
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        Section 2.22      Increase of Aggregate Revolving Commitment Amount; Incremental Term Loans.

         

        (a)       So long as no Default or Event
            of Default has occurred and is continuing, the Company may by written notice to the Administrative Agent, propose to increase the Aggregate Revolving Commitment Amount (any commitment for any such increase, an “Incremental Revolving Commitment”) and/or add one or more incremental term loan facilities (any commitment for any such term loan facility, an “Incremental Term Commitment”; any Incremental Term Commitment or any Incremental Revolving Commitment, an “Incremental Commitment”), in
            each case, in an amount not less than $10,000,000 and integral multiples of $5,000,000 in excess thereof; provided that the aggregate amount of all Incremental
            Commitments extended after the Effective Date shall in no event exceed $100,000,000.  Each such notice shall specify the date (each, an “Increased Amount Date”) on
            which the Company proposes that any Incremental Commitment shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to Administrative Agent. The Company may invite any Lender, any
            Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Swing Line Lender, to provide an Incremental Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide an Incremental Commitment may elect or decline, in its sole discretion, to
            provide such Incremental Commitment. Any Incremental Commitment shall become effective as of such Increased Amount Date; provided that:

         

        (i)        no Default or Event of Default
            shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment;

         

        (ii)        any loan made pursuant to an
            Incremental Revolving Commitment (each an “Incremental Revolving Advance”) shall be a “Revolving Advance” for all purposes hereof and shall be subject to the same
            terms and conditions as the Revolving Advances, and shall be guaranteed to the same extent as the other Credit Extensions on a pari passu basis;

         

        (iii)       any advance made pursuant to
            an Incremental Term Commitment (each, an “Incremental Term Loan”; any Incremental Term Loan or any Incremental Revolving Advance, an “Incremental Advance”) shall be guaranteed to the same extent as the other Credit Extensions on a pari passu basis and shall be on terms and conditions otherwise satisfactory to the Company and
            the Administrative Agent; provided that (A) any such Incremental Term Loan shall not mature earlier than the Revolving Commitment Termination Date or the maturity
            date for any other Incremental Term Loan outstanding immediately prior to the applicable Increased Amount Date, (B) the weighted average life to maturity of any such Incremental Term Loan shall be no shorter than the then-remaining weighted
            average life to maturity of any other Incremental Term Loan outstanding immediately prior to the applicable Increased Amount Date, (C) subject to clauses (A) and (B) above, the amortization schedule applicable to any such Incremental Term Loan shall be determined by the Company, the Administrative Agent and the applicable Lenders,
            and (D) the interest rate margin, OID or up-front fees (if any) and interest rate floors (if any) applicable to any such Incremental Term Loan will be determined by the Company, the Administrative Agent and the applicable Lenders;

         

        
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        (iv)      any such Incremental Commitments
            shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the Borrowers and be executed and delivered by the Borrowers, the Administrative Agent and the applicable Incremental
            Lenders (which agreement or agreements may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to
            effect the provisions of this Section 2.22); and

         

        (v)       the Company shall deliver or
            cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the Governing Board of the Company (or the Finance Committee thereof, if such committee is authorized to act on behalf of the
            Governing Board of the Company) authorizing such Incremental Advances (for the avoidance of doubt, it being understood and agreed that the resolutions duly adopted by the Governing Board of the Company (or the Finance Committee thereof, if such
            committee is authorized to act on behalf of the Governing Board of the Company) delivered pursuant to Section 3.1(c) which authorize such Incremental Advances shall
            be sufficient as to the Company so long as such resolutions are certified as of the applicable Increased Amount Date as remaining in full force and effect)) reasonably requested by the Administrative Agent in connection with any such
            transaction.

         

        (b)       In connection with the
            establishment of any Incremental Revolving Commitments, the outstanding Revolving Advances and Percentages of Swing Line Advances and L/C Amounts will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the
            Lenders (including the applicable Incremental Lenders) in accordance with their revised Percentages (and the Lenders (including the applicable Incremental Lenders) agree to make all payments and adjustments necessary to effect such reallocation
            and the Company shall pay any and all costs required pursuant to Section 2.16 in connection with such reallocation as if such reallocation were a repayment).

         

        (c)      On any Increased Amount Date on
            which any Incremental Commitment becomes effective, each Incremental Lender with an Incremental Commitment shall become a Lender hereunder with respect to such Incremental Commitment. Thereafter it shall be entitled to the same voting rights as
            the existing Lenders and shall be included in any determination of the Required Lenders.  The Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement.

         

        (d)        In no event shall the Company
            make more than three requests for Incremental Commitments pursuant to this Section 2.22.

         

        Section 2.23      Extension.

         

        (a)        The Company may, by sending a
            request for an extension, in form and substance satisfactory to the Administrative Agent (any such request, an “Extension Letter”), to the Administrative Agent (in
            which case the Administrative Agent shall promptly deliver a copy to each Lender), request that each Lender extend (any such extension, an “Extension”) the Revolving
            Commitment Termination Date then-applicable to such Lender’s Revolving Commitment (with respect to such Lender, such Lender’s “Current Maturity Date”) for one year
            from such Lender’s Current Maturity Date; provided that no more than two Extensions shall become effective pursuant to this Section 2.23 during the term of this Agreement.  Any such Extension Letter shall set forth the date on which such Extension is requested to become effective (such date for such Extension, the “Extension Effective Date”), which Extension Effective Date shall be not less than ten Business Days nor more than sixty days after the date the Administrative Agent
            receives such Extension Letter (or such longer or shorter period of time as the Administrative Agent may agree in its sole discretion).

         

        
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        (b)      Each Lender, acting in its sole
            discretion, shall, by notice to the Administrative Agent given promptly after such Lender’s receipt of an Extension Letter, advise the Administrative Agent whether or not such Lender agrees to such Extension (each Lender that determines not to
            so extend its Current Maturity Date being referred to herein as a “Non-Extending Lender”).  The election of any Lender to agree to such Extension shall not obligate
            any other Lender to so agree.  For the avoidance of doubt, each Non-Extending Lender shall be required to maintain its original Revolving Commitment pursuant to the terms and conditions contained herein to and including such Lender’s Current
            Maturity Date.

         

        (c)         The Administrative Agent shall
            notify the Company of each Lender’s determination pursuant to Section 2.23(b).

         

        (d)       If (and only if) the total of
            the Revolving Commitments of the Lenders that have agreed so to extend their Current Maturity Date (each, an “Extending Lender”) shall be more than 50% of the
            Aggregate Revolving Commitment Amount in effect immediately prior to the applicable Extension Effective Date, then, subject to the satisfaction of the conditions set forth in Section



                2.23(f), effective as of the applicable Extension Effective Date, the Current Maturity Date of each Extending Lender shall be extended to the date falling one year after the Current Maturity Date of such Extending Lender.

         

        (e)       Subject to the satisfaction of
            the minimum extension requirement in Section 2.23(d) and the other conditions to the effectiveness of any such Extension set forth in Section 2.23(f), the Company shall have the right (but not the obligation), in its sole discretion, to, no later than the date that occurs sixty days following the applicable Extension Effective
            Date, to elect to replace any Non-Extending Lender pursuant to Section 2.21 (provided
            that any Person replacing a Non-Extending Lender has agreed to the applicable Extension).

         

        (f)       Notwithstanding the foregoing,
            no Extension shall be effective unless: (i) on the applicable Extension Effective Date, and after giving effect thereto, (A) no Default or Event of Default shall exist or be continuing; and (B) the representations and warranties contained in Article IV are correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material
            Adverse Change), except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall remain correct in all material respects (or correct in all respects, if any
            such representation and warranty is qualified by materiality or reference to Material Adverse Change) as of such earlier date; (ii) the Administrative Agent shall have received a certificate from the secretary or assistant secretary of the
            Company certifying that attached thereto is a resolution duly adopted by the Governing Board of the Company (or the Finance Committee thereof, if such committee is authorized to act on behalf of the Governing Board of the Company) authorizing
            such Extension; (iii) the Administrative Agent and each Extending Lender shall have received such other documents (including “know your customer” information) as the Administrative Agent or such Extending Lender may reasonably deem necessary or
            advisable in connection with the Extension; and (iv) each Borrower shall have delivered to the Administrative Agent, and directly to any Extending Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a
            certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulation).

         

        
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        (g)       Any Extension shall be effected
            pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the Company and executed and delivered by the Borrowers, the Administrative Agent and the applicable Extending Lenders (which agreement or
            agreements may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.23).

         

        ARTICLE III

          CONDITIONS PRECEDENT

         

        Section 3.1       Conditions to Effectiveness and Initial Credit Extensions.

         

        The effectiveness of this Agreement and the obligation of the Lenders to consummate this Agreement and to make or participate in the initial
          Credit Extension is subject to the delivery of the below documents, each in form and substance satisfactory to the Administrative Agent, and the satisfaction of the other conditions below:

         

        (a)        This Agreement, duly executed
            by the Company, the Administrative Agent, each Lender, the Issuing Bank, and the Swing Line Lender.

         

        (b)        Any Notes requested by any
            Lenders pursuant to Section 2.1 or Section 2.20, properly executed on behalf of the
            Company.

         

        (c)        A certificate of the secretary
            or an assistant secretary of the Company (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder have been duly approved by all necessary action of the Governing Board of the
            Company (or the Finance Committee thereof, if such committee is authorized to act on behalf of the Governing Board of the Company), and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that
            attached to such certificate are true and correct copies of the Organizational Documents of the Company, together with such copies, and (iii) certifying the names of the officers of the Company who are authorized to sign the Loan Documents and
            other documents contemplated hereunder, together with the true signatures of such officers.

         

        (d)        A certificate from the
            president or a Responsible Officer of the Company to the effect that (i) all of the representations and warranties contained in this Agreement and the other Loan Documents are correct in all material respects (or correct in all respects, if any
            such representation and warranty is qualified by materiality or reference to Material Adverse Change) on the Effective Date, except to the extent that such representations and warranties relate solely to an earlier date, in which case such
            representations and warranties shall remain correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change) as of such earlier date, and
            (ii) no event has occurred and is continuing, or would result from any Credit Extension being made on the Effective Date, which constitutes a Default or an Event of Default.

         

        (e)       A certificate of good standing
            of the Company from the Secretary of State of its jurisdiction of incorporation, dated not more than ten days before the Effective Date.

         

        (f)       Signed copies of opinions of
            counsel to the Company, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent.

         

        
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        (g)     All existing indebtedness of the
            Company and its Subsidiaries under the Existing Credit Agreement (except contingent reimbursement obligations in respect of the Existing Letters of Credit) shall be substantially contemporaneously paid in full, it being understood that with
            respect to any “revolving advances” existing under the Existing Credit Agreement, such payment may be satisfied as contemplated by Section 2.2(b).

         

        (h)       The Company shall have paid all
            fees required to be paid as of the Effective Date under this Agreement or the Fee Letter, including fees of counsel for the Administrative Agent for which a statement has been received.

         

        (i)       Such other documents (including
            “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extensions.

         

        (j)        A Beneficial
            Ownership Certification in relation to the Company (or a certification that the Company qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulation) to any Lender requesting the same.

         

        Without limiting the generality of the provisions of Section 8.6, for purposes of
          determining compliance with the conditions specified in this Section 3.1, 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 Administrative Agent shall have received notice from such Lender prior to the
          proposed Effective Date specifying its objection thereto.

         

        Section 3.2       Additional Conditions Precedent to Credit Extensions to Designated Subsidiaries.

         

        The obligation of the Lender Parties to provide any Credit Extension to any Designated Subsidiary is subject to the
          further condition precedent that the Administrative Agent shall have received, on or before the day of the first Credit Extension to such Designated Subsidiary, all of the following, in form and substance reasonably satisfactory to the
          Administrative Agent:

         

        (a)         A Designation Letter, duly
            executed by such Designated Subsidiary and the Company.

         

        (b)      A certificate of an appropriate
            officer (or individual performing the function thereof) of such Designated Subsidiary (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder have been duly approved by all
            necessary action of the Governing Board of such Designated Subsidiary, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of
            the Organizational Documents of such Designated Subsidiary, together with such copies, and (iii) certifying the names of the officers of such Designated Subsidiary who are authorized to sign the Designation Letter and other documents
            contemplated hereunder, together with the true signatures of such officers.

         

        (c)       A certificate of good standing
            (or equivalent certificate or confirmation, in each case to the extent available in the applicable jurisdiction) of such Designated Subsidiary, dated not more than ten days before such date.

         

        
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        (d)       A signed copy of an opinion of
            counsel for such Designated Subsidiary, addressed to the Administrative Agent and the Lenders, opining as to the due execution, delivery and enforceability of the Loan Documents to which such Designated Subsidiary is a party and as to such
            other matters as the Administrative Agent may reasonably request.

         

        (e)        To the extent not previously
            delivered, such documents as are required by Section 2.19(a).

         

        (f)        Such other documents (including
            “know your customer” information) as the Administrative Agent or the Required Lenders may reasonably deem necessary or advisable in connection with the initial Credit Extension to such Designated Subsidiary.

         

        (g)          A Beneficial
            Ownership Certification in relation to such Designated Subsidiary (or a certification that such Designated Subsidiary qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulation) to
            any Lender requesting the same.

         

        Section 3.3        Conditions Precedent to All Credit Extensions.

         

        The obligation of the Lender Parties to provide any Credit Extension is subject to the further conditions precedent that on the date of such
          Credit Extension:

         

        (a)      The
            representations and warranties contained in Article IV are correct in all material respects (or correct in all respects, if any such representation and warranty is
            qualified by materiality or reference to Material Adverse Change) on and as of the date of such Credit Extension as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier
            date, in which case such representations and warranties shall remain correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change) as
            of such earlier date; provided that the representations and warranties set forth in Section 4.6
            and Section 4.15 shall only be made with respect to the initial Credit Extension on the Effective Date.

         

        (b)       The Borrower requesting such
            Credit Extension has delivered to the Administrative Agent a certificate in the form of Exhibit F hereto, duly executed by a person authorized to request Credit
            Extensions on behalf of that Borrower.

         

        (c)         No event has occurred and is
            continuing, or would result from such Credit Extension, which constitutes a Default or an Event of Default.

         

        ARTICLE IV

          REPRESENTATIONS AND WARRANTIES

         

        The Company represents and warrants to the Lenders as follows:

         

        Section 4.1       Corporate Existence and Power.

         

        The Company and its Subsidiaries are each duly organized or incorporated (as applicable), validly existing and in good standing under the laws of
          their respective jurisdictions of incorporation or organization (as applicable), and are each duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business
          transacted by them makes such licensing or qualification necessary, except where the failure to be so licensed or qualified (a) will not permanently preclude the Company or any Subsidiary from maintaining any material action in any such
          jurisdiction even though such action arose in whole or in part during the period of such failure, and (b) will not result in any other Material Adverse Change. The Company has (and, upon becoming a Borrower hereunder, each Designated Subsidiary
          will have) all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents.

         

        
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        Section 4.2       Authorization of Borrowing; No Conflict as to Law or Agreements.

         

        The execution, delivery and performance by the Borrowers of the Loan Documents, the borrowings from time to time hereunder, the issuance of the
          Notes, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate or other organizational action and do not and will not (a) require any consent or approval of the equityholders
          of any Borrower, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than those consents
          described in Schedule 4.2, each of which has been obtained and is in full force and effect, (b) violate any provision of any law, rule or regulation (including
          Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to any Borrower
          or of the Organizational Documents of any Borrower, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Company or any Subsidiary is a
          party or by which it or its properties may be bound or affected, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the properties now owned or
          hereafter acquired by the Company or any Subsidiary.

         

        Section 4.3       Legal Agreements.

         

        This Agreement and the other Loan Documents constitute the legal, valid and binding obligations of the Borrowers, enforceable against the
          Borrowers in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

         

        Section 4.4        Subsidiaries.

         

        Schedule 4.4 hereto is a complete and correct list of all
          Subsidiaries as of the Effective Date and of the percentage of the ownership of the Company or any other Subsidiary in each as of the Effective Date. Except as otherwise indicated on Schedule



              4.4, all shares of each Subsidiary owned by the Company or by any such other Subsidiary are validly issued and fully paid and non-assessable.

         

        Section 4.5        Financial Condition; Accuracy of Disclosure.

         

        The Company has heretofore furnished to the Administrative Agent the audited consolidated financial statements of the Company and its Subsidiaries
          for the year ended December 31, 2020. Those financial statements fairly present in all material respects the financial condition of the Company on the date thereof and the results of its operations and cash flows for the period then ended, and
          were prepared in accordance with GAAP. The information, exhibits and reports furnished by the Company to the Lender Parties, taken as a whole, in connection with the negotiation of or compliance with the Loan Documents did not contain any
          material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.  As of the Effective Date, all of the information included in any Beneficial Ownership Certification
          delivered hereto is true and correct.

         

        
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        Section 4.6        Adverse Change.

         

        There has been no Material Adverse Change between December 31, 2020 and the Effective Date.

         

        Section 4.7        Litigation.

         

        Except as set forth in Schedule 4.7, there are no actions, suits or
          proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or the properties of the Company or any Subsidiary before any court or governmental department, commission, board, bureau,
          agency or instrumentality, domestic or foreign, which could reasonably be expected to effect a Material Adverse Change.

         

        Section 4.8       Hazardous Substances.

         

        Except as set forth in Schedule 4.8, to the best of the Company’s
          knowledge, (a) neither the Company nor any Subsidiary or other Person has ever caused or permitted any Hazardous Substance to be disposed of on, under or at any real property which is operated by the Company or any Subsidiary or in which the
          Company or any Subsidiary has any interest, except to the extent that such disposal cannot reasonably be expected to result in a Material Adverse Change and (b) no such real property has ever been used (either by the Company or by any Subsidiary
          or other Person) as a dump site or permanent or temporary storage site for any Hazardous Substance in a manner that could reasonably be expected to result in a Material Adverse Change.

         

        Section 4.9       Regulation U.

         

        Neither the Company nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock
          (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Credit Extension will be used to purchase or carry any margin stock or to extend credit to others for the purpose of
          purchasing or carrying any margin stock.

         

        Section 4.10          Taxes.

         

        The Company and its Subsidiaries have each paid or caused to be paid to the proper authorities when due all material federal and all material
          state and local Taxes required to be withheld and paid by them. The Company and its Subsidiaries have each filed all federal, state and local Tax returns which to the knowledge of the officers of the Company or any Subsidiary are required to be
          filed, and the Company and its Subsidiaries have each paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due, other than taxes
          whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Company or applicable Subsidiary has provided adequate reserves in accordance with GAAP and to the extent that nonpayment would
          not result in a Material Adverse Change.  Neither any transaction contemplated by the Loan Documents, nor any transaction to be carried out in connection with any transaction contemplated thereby, meets any hallmark set out in Annex IV of the
          Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.

         

        Section 4.11      Burdensome Restrictions.

         

        Neither the Company nor any Subsidiary is a party to or bound by any agreement, or subject to any restriction in any Organizational Document, or
          any requirement of law, which would reasonably be expected to effect a Material Adverse Change. Neither the Company nor any Subsidiary is a party to any presently effective agreement that, if entered into after the Effective Date, would
          constitute a breach of Section 6.7.

         

        
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        Section 4.12     Titles and Liens.

         

        The Company or one of its Subsidiaries has good title to each of the properties and assets material to the operations of the Company and its
          Subsidiaries, taken as a whole, which it purports to own or which are reflected as owned on its books and records, in each case free and clear of all Liens and encumbrances, except for Liens and encumbrances permitted by Section 6.1 and covenants, restrictions, rights, easements and irregularities in title which do not materially interfere with the business or operations of the Company and its Subsidiaries
          taken as a whole.

         

        Section 4.13      ERISA.

         

        The present value of all accumulated benefit obligations under each under-funded Plan (based on FASB No. 87 assumptions) did not, as of the date
          of the most recent financial statements reflecting such amounts, hereafter, exceed by more than $20,000,000 the fair market value of the assets of such under-funded Plan allocable to such accrued benefits, and no liability to the Pension Benefit
          Guaranty Corporation or the IRS has been, or is expected by the Company or any Subsidiary or ERISA Affiliate to be, incurred with respect to any Plan that could become a liability of the Company or any Subsidiary except to the extent that any
          such circumstance could not reasonably be expected to result in a Material Adverse Change.

         

        Section 4.14      Investment Company Act.

         

        No Borrower is, and no Borrower will at any time be, an “investment company,” as such term is defined in the Investment Company Act.

         

        Section 4.15      Solvency.

         

        On the Effective Date and after giving effect to the transactions to occur on the Effective Date, the Company and its Subsidiaries, taken as a
          whole, are Solvent.

         

        Section 4.16     Swap Obligations.

         

        Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap
          Obligations.

         

        Section 4.17     Insurance.

         

        The properties of the Company and its Subsidiaries are insured with responsible and reputable insurance companies not Affiliates of the Company,
          in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company and such Subsidiaries operate.

         

        Section 4.18      Compliance with Laws.

         

        The Company and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or
          foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, assets and rights, where failure to comply would result in a Material
          Adverse Change.

         

        
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        Section 4.19      No Contractual Default.

         

        Neither the Company nor any Subsidiary is in violation of any term of any contract, agreement, judgment or decree, the violation of which would
          (individually or together with all other such violations in existence) result in a Material Adverse Change.

         

        Section 4.20      Anti-Terrorism; Anti-Money Laundering; Anti-Corruption Laws; Sanctions.

         

        Neither the Company nor any Subsidiary nor any of their respective officers or directors (a) is in violation in any material respect of (i) the
          Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto, (iii) the Patriot Act or (iv)
          any applicable Sanctions (collectively, the “Anti-Terrorism Laws”) or (b) is a Sanctioned Person. No part of the proceeds of any Credit Extension hereunder will be
          unlawfully used directly or knowingly indirectly to fund any operations of or in, finance any investments or activities of or in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any
          violation by any Person (including any Lender, any Arranger, the Administrative Agent, the Issuing Bank or the Swing Line Lender) of any Anti-Terrorism Laws.  The Company has implemented and maintains in effect policies and procedures designed to
          ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Company, its
          Subsidiaries and, to their knowledge, their respective directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

         

        Section 4.21      Affected Financial Institutions.

         

        Neither Company nor any Subsidiary is an Affected Financial Institution.

         

        ARTICLE V

          AFFIRMATIVE COVENANTS OF THE COMPANY

         

        So long as any Obligations (other than obligations of indemnification described in Section



              9.6 that are not then due and payable) remain unpaid or any Revolving Commitment or L/C Amount shall be outstanding, the Company will comply with the following requirements, unless the Required Lenders shall otherwise consent in
          writing:

         

        Section 5.1        Financial Statements.

         

        The Company will deliver to the Administrative Agent (for further distribution to each Lender):

         

        (a)        As soon as available, and in
            any event within 90 days after the end of each fiscal year of the Company, a copy of the annual audit report of the Company and its Subsidiaries prepared by nationally recognized independent certified public accountants, which annual report
            shall include the balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related statements of income, shareholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal year then ended,
            all presented on a consolidated basis in reasonable detail and all prepared in accordance with GAAP.

         

        (b)       As soon as available and in any
            event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the balance sheet of the Company and its Subsidiaries as at the end of such quarter and related statements of earnings and cash flows of
            the Company and its Subsidiaries for such quarter and for the year to date, in reasonable detail and prepared on a consolidated basis in accordance with GAAP, subject to year-end adjustments.

         

        
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        (c)        Concurrent with the delivery of
            any financial statements pursuant to Section 5.1(a) or (b), a Compliance Certificate,
            duly executed by the chief financial officer or treasurer of the Company.

         

        (d)        Promptly after the sending or
            filing thereof, copies of all regular and periodic financial reports which the Company or any Subsidiary shall file with the SEC or any national securities exchange.

         

        (e)        Immediately after the
            commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Company or any Subsidiary of the type described in Section 4.7 or which seek a monetary recovery against the Company or any Subsidiary combined in excess of $10,000,000.

         

        (f)       As promptly as practicable (but
            in any event not later than five Business Days) after an officer of the Company obtains knowledge of the occurrence of any Default or Event of Default, notice of such occurrence, together with a detailed statement by a Responsible Officer of
            the Company of the steps being taken by the Company to cure the effect of such event.

         

        (g)         Promptly upon becoming aware
            of any Reportable Event or the occurrence of a prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan or any trust created thereunder, which could reasonably be expected to result in
            a liability to Company or any Subsidiary in excess of $20,000,000 or in the imposition of a Lien, a written notice specifying the nature thereof, what action the Company has taken, is taking or proposes to take with respect thereto, and, when
            known, any action taken or threatened by the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor with respect thereto.

         

        (h)      Promptly upon their receipt,
            copies of (i) all notices received by the Company, any Subsidiary or ERISA Affiliate of the Pension Benefit Guaranty Corporation’s intent to terminate any Plan or to have a trustee appointed to administer any Plan, and (ii) all notices received
            by the Company, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA, which withdrawal liability individually or in the aggregate
            exceeds $20,000,000.

         

        (i)         All notices required to be
            delivered under Section 9.14.

         

        (j)        Promptly,
            notice of any change in the information in any Beneficial Ownership Certification delivered pursuant hereto that would result in a change to the list of beneficial owners identified therein (or, if applicable, any Borrower ceasing to fall
            within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation).

         

        (k)        Promptly upon
            the reasonable request of the Administrative Agent or any Lender, any information or documentation requested for purposes of complying with the Beneficial Ownership Regulation.

         

        
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        (l)        Such other information
            respecting the financial condition and results of operations of the Company or any Subsidiary as any Lender may from time to time reasonably request.

         

        Documents required to be delivered pursuant to this Section 5.1 may
          be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address of www.sensient.com or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
          Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Company shall deliver paper
          copies of such documents to the Administrative Agent or any Lender if the Administrative Agent or such Lender, as the case may be, requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given
          by the Administrative Agent or such Lender, as applicable, and (B) the Company shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic
          mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to
          monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

         

        Section 5.2        Books and Records; Inspection and Examination.

         

        The Company will keep, and will cause each Subsidiary to keep, accurate books of record and account for itself in which true and complete entries
          will be made in accordance with GAAP. Upon request of any Applicable Party, as defined below, the Company will, and will cause each Subsidiary to, give any representative of such Applicable Party access to, and permit such representative to
          examine, copy or make extracts from, any and all books, records and documents in its possession (except to the extent that such access is restricted by law or by a bona fide non-disclosure agreement not entered into primarily for the purpose of
          evading the requirements of this Section 5.2), to inspect any of its properties (subject to such physical security requirements as the Company or the applicable
          Subsidiary may require) and to discuss its affairs, finances and accounts with any of its principal officers, all at such times during normal business hours, upon reasonable notice, and as often as such Applicable Party may reasonably request. As
          used in this Section 5.2, “Applicable Party” means (a) so long as any Event of Default has
          occurred and is continuing, the Administrative Agent or any Lender, and (b) at all other times, the Administrative Agent. The provisions of this Section 5.2 shall in no
          way preclude any Lender from discussing the general affairs, finances and accounts of the Company with any of its principal officers at such times during normal business hours and as often as may be agreed to between the Company and such Lender.

         

        Section 5.3       Compliance with Laws.

         

        The Company will, and will cause each Subsidiary to, comply with the requirements of applicable laws and regulations, the non-compliance with
          which would effect a Material Adverse Change. In addition, and without limiting the foregoing sentence, the Company will (a) ensure, and cause each Subsidiary to ensure, that no Person who owns a controlling interest in or otherwise controls the
          Company or any Subsidiary is or shall be a Sanctioned Person, (b) not use or permit the use of the proceeds of any Credit Extension in a manner inconsistent with the second sentence of Section 4.20 and (c) comply, and cause each Subsidiary to comply, with all Anti-Terrorism Laws in all material respects.

         

        Section 5.4       Payment of Taxes and Other Claims.

         

        The Company will, and will cause each Subsidiary to, pay or discharge, when due, (a) all Taxes, assessments and governmental charges levied or
          imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, (b) all federal, state and local Taxes required to be withheld by it, and (c) all lawful claims for labor,
          materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of the Company or any Subsidiary; provided that neither the Company
          nor any Subsidiary shall be required to pay any such tax, assessment, charge or claim (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has
          provided adequate reserves in accordance with GAAP or (ii) where failure to pay such tax, assessment, charge or claim could not reasonably be expected to result in a liability in excess of $5,000,000.

         

        
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        Section 5.5        Maintenance of Properties.

         

        The Company will keep and maintain, and will cause each Subsidiary to keep and maintain, all of its properties necessary or useful in its business
          in good condition, repair and working order; provided that nothing in this Section 5.5
          shall prevent the Company or any Subsidiary from discontinuing the operation and maintenance of, or disposing of, any of its properties if (a)(i) such discontinuance or disposition is, in the reasonable judgment of the Company or that Subsidiary,
          desirable in the conduct of its business, and (ii) no Default or Event of Default exists at the time of, or will be caused by, such discontinuance or disposition or (b) such discontinuance or disposition relates to obsolete or worn-out property.

         

        Section 5.6       Insurance.

         

        The Company will, and will cause each Subsidiary to, obtain and maintain insurance with insurers reasonably believed by the Company or such
          Subsidiary to be responsible and reputable, in such amounts and against such risks as are consistent with sound business practice.

         

        Section 5.7        Preservation of Corporate Existence.

         

        The Company will, and will cause each Subsidiary to, preserve and maintain its corporate existence and all of its rights, privileges and
          franchises; provided that neither the Company nor any Subsidiary shall be required to preserve any of its rights, privileges and franchises or to maintain its corporate
          existence if (a) its Governing Board shall reasonably determine that the preservation or maintenance thereof is no longer desirable in the conduct of the business of the Company or that Subsidiary, and (b) no Default or Event of Default exists
          upon, or will be caused by, the termination of such right, privilege, franchise or existence; provided,
              further, that in no event shall the foregoing be construed to permit the Company to terminate its corporate existence.

         

        Section 5.8        Use of Proceeds.

         

        The Company will, and will cause each Subsidiary to, use the proceeds of the Advances and L/C Amounts for general corporate purposes (including
          for the purpose of refinancing the Existing Credit Agreement and/or for the support of commercial paper) and to repay outstanding Advances and L/C Amounts. The Company will not, nor will it permit any Subsidiary to, use any of the proceeds of the
          Advances and L/C Amounts to purchase or carry any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or to make any acquisition of any corporation, limited liability company or other business
          entity unless, prior to making such acquisition, the Company or such Subsidiary shall have obtained written approval from the Governing Board of such entity.

         

        
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        Section 5.9        Most Favored Lender Status.

         

        (a)       If after the Effective Date the
            Company or any Subsidiary (i) enters into any amendment or other modification of any Note Agreement (such amendment or modification, and the applicable Note Agreement as amended or modified thereby, an “Amended Credit Facility”) or (ii) enters into any new credit facility, whether with commercial banks or other Institutional Investors pursuant to a credit agreement, note purchase agreement or
            other like agreement under which the Company or any Subsidiary may incur Total Funded Debt in an amount equal to or greater than $50,000,000 (or the equivalent in the relevant currency) (in any such case, a “New Credit Facility”), that in either case results in one or more additional or more restrictive (than those contained in this Agreement) financial covenants (it being understood and agreed that
            for purposes of this Section 5.9, any reference to a “financial covenant” shall include (x) any covenant restricting the Company or any of its Subsidiaries from creating, issuing, assuming, guaranteeing, incurring or otherwise becoming liable with respect to priority debt, and (y) the applicable defined terms
            used in any such financial covenant or priority debt covenant) (or events of default which are the functional equivalent of financial covenants (including the applicable defined terms used in such events of default, “Financial Events of Default”)) being contained in any such Amended Credit Facility or New Credit Facility, as the case may be (such additional or more restrictive financial covenants or
            Financial Events of Default, as the case may be, in the case of an Amended Credit Facility, the “Existing Facility Additional Provision(s)” and in the case of a New
            Credit Facility, the “New Facility Additional Provision(s)”; and such financial covenants and Financial Events of Default shall be an Existing Facility Additional
            Provision(s) or New Facility Additional Provision(s) only to the extent not already included herein, or if already included herein, only to the extent more restrictive than the analogous covenants or events of default included herein), than the
            terms of this Agreement, without any further action on the part of the Company, any Subsidiary, the Administrative Agent or any of the Lenders, will unconditionally be deemed on the effective date of such Amended Credit Facility or New Credit
            Facility, as the case may be, to be automatically amended to include the Existing Facility Additional Provision(s) or such New Facility Additional Provision(s), as the case may be, and any event of default in respect of any such additional or
            more restrictive financial covenant(s) or Financial Events of Default so included herein shall be deemed to be an Event of Default under Section 7.1(b) (after giving
            effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default), subject to all applicable terms and provisions of this Agreement, including all
            rights and remedies exercisable by the Administrative Agent and the Lenders.

         

        (b)       If after the date of execution
            of any Amended Credit Facility or a New Credit Facility, as the case may be, any one or more of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) is excluded, terminated, loosened, tightened, amended or
            otherwise modified under the corresponding Amended Credit Facility or New Credit Facility, as applicable, then and in such event any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) theretofore included in
            this Agreement pursuant to the requirements of Section 5.9(a) shall then and thereupon automatically and without any further action by any Person be so excluded,
            terminated, loosened, tightened or otherwise amended or modified under this Section 5.9(b) to the same extent as the exclusion, termination, loosening, tightening of
            other amendment or modification thereof under the Amended Credit Facility or New Credit Facility; provided that if a Default or Event of Default shall have occurred
            and be continuing by reason of the Existing Facility Additional Provision(s) or the New Facility Additional Provision(s) at the time any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) is or are to be so
            excluded, terminated, loosened, tightened, amended or modified under this Section 5.9(b) the prior written consent thereto of the Required Lenders shall be required
            as a condition to the exclusion, termination, loosening, tightening or other amendment or modification of any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s), as the case may be; provided, further, that in any and all events, the covenant(s) or event(s) of default (and related definitions)
            constituting any financial covenant and Financial Events of Default contained in this Agreement as in effect on the Effective Date (and as amended otherwise than by operation of this Section 5.9(b)) shall not in any event be deemed or construed to be excluded, loosened or relaxed by operation of the terms of this Section 5.9(b)
            and only any such Existing Facility Additional Provision(s) or New Facility Additional Provision(s) shall be so excluded, terminated, loosened, tightened, amended or otherwise modified pursuant to the terms hereof.

         

        
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        (c)       The Company shall notify the
            Administrative Agent of the inclusion or amendment of any financial covenants or Financial Events of Default by operation of Section 5.9 and from time to time, upon
            request by the Administrative Agent or the Required Lenders, promptly execute and deliver at its expense (including the reasonable and documented fees and expenses of the Administrative Agent) an amendment to this Agreement in form and
            substance reasonably satisfactory to the Administrative Agent evidencing that, pursuant to this Section 5.9, this Agreement then and thereafter includes, excludes,
            amends or otherwise modifies any Existing Facility Additional Provision(s) or New Facility Additional Provision(s), as the case may be; provided that the execution
            and delivery of such amendment shall not be a precondition to the effectiveness of such amendment.

         

        (d)      The Company agrees that it will
            not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company,
            any co-obligor or any Subsidiary as consideration for or as an inducement to the entering into by any such creditor of any amendment, waiver or other modification to any Amended Credit Facility or New Credit Facility, as the case may be, the
            effect of which amendment, waiver or other modification is to exclude, terminate, loosen, tighten or otherwise amend or modify any Existing Facility Additional Provision(s) or New Facility Additional Provision(s), unless such consideration or
            remuneration is concurrently paid, on the same terms, ratably to the Lenders.

         

        (e)        Notwithstanding anything to the
            contrary set forth herein, the Company and its Subsidiaries shall only be required to comply with this Section 5.9 during such time that any Note Agreement (including
            any Amended Credit Facility) or any New Credit Facility contains an MFN Provision that does not have a provision similar to this Section 5.9(e).

         

        Section 5.10     Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

         

        The Company will, and will cause each Subsidiary to, maintain in
            effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and
            applicable Sanctions.

         

        ARTICLE VI

          NEGATIVE COVENANTS

         

        So long as any Obligations (other than obligations of indemnification described in Section



              9.6 that are not then due and payable) remain unpaid or any Revolving Commitment or L/C Amount shall be outstanding, the Company agrees that, without the prior written consent of the Required Lenders:

         

        Section 6.1       Liens.

         

        The Company will not create, incur, assume or suffer to exist any Lien on any of its assets, now owned or hereafter acquired, and will not permit
          any Subsidiary to create, incur, assume or suffer to exist any Lien on any of such Subsidiary’s assets, now owned or hereafter acquired, except the following:

         

        
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        (a)        Liens for taxes or assessments
            or other governmental charges to the extent not required to be paid by Section 5.4;

         

        (b)         materialmen’s, merchants’,
            carriers’ worker’s, repairer’s, or other like liens arising in the ordinary course of business to the extent not required to be paid by Section 5.4;

         

        (c)        pledges or deposits to secure
            obligations under worker’s compensation laws, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure
            statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business;

         

        (d)        zoning restrictions, easements,
            licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company and its Subsidiaries taken as a whole or the
            value of such property for the purpose of such business;

         

        (e)        purchase money Liens upon or in
            property acquired after the Effective Date; provided that (i) such Lien is created not later than the 120th day following the acquisition or completion of
            construction of such property by the Company or its applicable Subsidiary, and (ii) no such Lien extends or shall extend to or cover any property of the Company or its Subsidiaries other than the property then being acquired, fixed improvements
            then or thereafter erected thereon and improvements and modifications thereto necessary to maintain such properties in working order;

         

        (f)         Liens granted by any
            Acquisition Target prior to the acquisition by the Company or any Subsidiary of any interest in such Acquisition Target or its assets, so long as (i) such Lien was granted by the Acquisition Target prior to such acquisition and not in
            contemplation thereof, and (ii) no such Lien extends to any assets of the Company or any Subsidiary other than the assets of the Acquisition Target and improvements and modifications thereto necessary to maintain such properties in working
            order or, in the case of an asset transfer, the assets so acquired by the Company or the applicable Subsidiary and improvements and modifications thereto;

         

        (g)        Liens (other than of the type
            described in Section 6.1(e)) securing any indebtedness for borrowed money in existence on the Effective Date and listed in Schedule 6.1;

         

        (h)      Liens securing any refinancing of
            indebtedness secured by the Liens described in Sections 6.1(e) and (f), so long as the
            amount of such indebtedness secured by any such Lien does not exceed the amount of such refinanced indebtedness immediately prior to the refinancing and such Liens do not extend to assets other than those encumbered prior to such refinancing
            and improvements and modifications thereto;

         

        (i)         Liens granted by any
            Subsidiary in favor of the Company or any wholly-owned Subsidiary;

         

        (j)         Liens on patents, patent
            applications, trademarks, trademark applications, trade names, copyrights, technology and know-how to the extent such Liens arise from the granting (i) of exclusive licenses with respect to the foregoing if such licenses relate to either (A)
            intellectual property which is immaterial and not necessary for the on-going conduct of the businesses of the Company and its Subsidiaries or (B) uses that would not materially restrict the conduct of the on-going businesses of the Company and
            its Subsidiaries and (ii) of non-exclusive licenses to use any of the foregoing to any Person, in any case in the ordinary course of business of the Company or any of its Subsidiaries;

         

        
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        (k)        possessory Liens in favor of
            lessors or sublessors of properties leased or subleased by the Company or any of its Subsidiaries to such Persons;

         

        (l)         (i) Liens created on assets
            transferred to an SPV pursuant to Asset Securitizations (which assets shall be of the types described in the definition of Asset Securitization), securing Attributable Securitization Indebtedness permitted to be outstanding pursuant to Section 6.2; and (ii) Liens created on assets transferred pursuant to a factoring arrangement with a third party not an Affiliate of the Company, to the extent such
            factoring arrangement is permitted pursuant to Section 6.2;

         

        (m)       Liens that are
            contractual rights of set-off or similar rights (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of indebtedness, (ii) relating to pooled deposits,
            sweep accounts, reserve accounts or similar accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Subsidiary, including with
            respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements (including conditional sale, title retention, consignment, bailment or similar arrangements) entered into with customers,
            suppliers or service providers of the Company or any Subsidiary in the ordinary course of business;

         

        (n)       Liens (i)
            arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
            course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of
            funds received by the Company or any Subsidiary as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon the Company or one or more Subsidiaries to collect and remit those funds to such third parties,
            or (v) in favor of credit card companies pursuant to agreements therewith; and

         

        (o)        Liens not otherwise described
            in this Section 6.1, so long as the aggregate amount of indebtedness secured by all such Liens does not at any time exceed 10% of Adjusted Net Worth.

         

        
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        Section 6.2        Sale of Assets.

         

        The Company will not, and will not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of (each a “Transfer”) all or a Material Part of the Assets of the Company and its Subsidiaries (whether in one transaction or in a series of transactions) to any other Person, other
          than: (a) in the ordinary course of business; (b) any transfer of an interest in accounts or notes receivable pursuant to either (i) an Asset Securitization, or (ii) a factoring arrangement with a third party not an Affiliate of the Company; provided that (A) at least 80% of the proceeds of transfers pursuant to such factoring arrangement are paid in cash and (B) the Company and its Subsidiaries do not retain a
          residual liability therefor in excess of 10% of the amount of such factoring arrangement; provided, further,
          that the aggregate amount of (1) all Attributable Securitization Indebtedness with respect to transfers under clause (b)(i) of this Section 6.2 and (2) the amount of related indebtedness which would be outstanding if all factoring arrangements described in clause



              (b)(ii) of this Section 6.2 were treated as a secured lending arrangement shall not at any time exceed $175,000,000; and (c) dispositions of property no
          longer used or useful in the business of the Company or any Subsidiary; provided that a wholly-owned Subsidiary of the Company may sell, lease, or transfer all or a
          substantial part of its assets to the Company or another wholly-owned Subsidiary of the Company, and the Company or such other wholly-owned Subsidiary, as the case may be, may acquire all or substantially all of the assets of the Subsidiary so to
          be sold, leased or transferred to it, and any such sale, lease or transfer shall not be included in determining if the Company and/or its Subsidiaries disposed of a Material Part of the Assets.  For purposes hereof, “Material Part of the Assets” means assets (x) which, together with all other assets (in each case valued at net book value) previously Transferred during the twelve-month period then ending (other
          than pursuant to clauses (a) through (c) above), exceed 10% of Consolidated Total Assets
          determined as of the end of the immediately preceding fiscal year, or (y) which, together with all other assets (in each case valued at net book value) previously Transferred (other than pursuant to clauses (a) through (c) above) during the period from the Effective Date to and including the date of the Transfer of such assets
          exceed 30% of Consolidated Total Assets determined as of the end of the immediately preceding fiscal year of the Company; provided that for purposes of the foregoing
          calculation, there shall not be included any assets the proceeds of which were or are applied within twelve months of the date of sale of such assets to either (I) the acquisition of assets useful and intended to be used in the operation of the
          business of the Company and its Subsidiaries as described in Section 6.5 and having a fair market value (as determined in good faith by the Company) at least equal to
          that of the assets so disposed of or (II) the prepayment on a pro rata basis of Total Funded Debt of the Company determined, in the case of any Total Funded Debt of the Company denominated in a currency other than Dollars, on the basis of the
          exchange rate published in The Wall Street Journal on the second Business Day before the date of the applicable notice of prepayment.

         

        Section 6.3       Consolidation and Merger.

         

        The Company will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction
          analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other Person; provided that the restrictions contained in
          this Section 6.3 shall not apply to or prevent the consolidation or merger of (a) any Person with, or a conveyance or transfer of its assets to, the Company so long as
          (i) no Default or Event of Default exists at the time of, or will be caused by, such consolidation, merger, conveyance or transfer, and (ii) the Company shall be the continuing or surviving corporation, (b) a wholly-owned Subsidiary with the
          Company, so long as the Company is the legally surviving entity, or (c) a wholly-owned Subsidiary with another wholly-owned Subsidiary.

         

        Section 6.4       Hazardous Substances.

         

        The Company will not, and will not permit any Subsidiary to, cause or permit any Hazardous Substance to be disposed of in any manner, or on, under
          or at any real property which is operated by the Company or any Subsidiary or in which the Company or any Subsidiary has any interest, if such disposition could reasonably be expected to result in a Material Adverse Change.

         

        Section 6.5       Restrictions on Nature of Business.

         

        The Company and its Subsidiaries will not engage in any business materially different from those businesses in which they are engaged on the
          Effective Date.

         

        Section 6.6       Transactions with Affiliates.

         

        The Company will not, and will not permit any Subsidiary to, enter into directly or indirectly any transaction or group of related transactions
          (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable
          requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

         

        
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        Section 6.7        Restrictive Agreements.

         

        The Company will not, and will not permit any Subsidiary to, enter into any agreement (excluding this Agreement) limiting the ability of any
          Subsidiary to make any payments directly or indirectly to the Company, by way of dividends, advances, repayments of loans or advances, reimbursements of management and any other intercompany charges, expenses and accruals or other returns on
          investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Company.

         

        Section 6.8        Leverage Ratio.

         

        The Company will not permit the Leverage Ratio, determined as of the last day of each fiscal quarter of the Company, to be greater than 3.50 to
          1.00; provided that if a Material Acquisition is consummated within such fiscal quarter (any such fiscal quarter designated as such by the
          Company in writing to the Administrative Agent being a “Trigger Quarter”), then the Leverage
          Ratio may be greater than 3.50 to 1.00 but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters of the Company (each such four quarter period, a “Leverage Holiday”); provided, further, that (a) following a Leverage Holiday, no subsequent Trigger Quarter shall be deemed to have occurred or to exist for any reason unless and until the Leverage Ratio has returned to less
          than or equal to 3.50 to 1.00 as of the last day of at least one full fiscal quarter of the Company following the preceding Trigger Quarter, (b) the Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the end of the
          fourth fiscal quarter next following the initial Trigger Quarter and (c) there shall be no more than two (2) Leverage Holidays during the term of this Agreement.

         

        Section 6.9        Interest Coverage Ratio.

         

        The Company will not permit the Interest Coverage Ratio, determined as at the last day of each fiscal quarter of the Company, to be less than 3.00
          to 1.00.

         

        Section 6.10     [Reserved].

         

        Section 6.11      [Reserved].

         

        Section 6.12     [Reserved].

         

        Section 6.13     Priority Debt.

         

        The Company will not, and will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise incur or in any manner become liable in
          respect of any Priority Debt, unless at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof, (a) the aggregate amount of Total Funded Debt of
          the Company and its Subsidiaries secured by any Lien created or incurred within the limitations of Section 6.1(o) would not exceed 10% of Adjusted Net Worth and (b) the
          aggregate amount of all Consolidated Priority Debt would not exceed 20% of Adjusted Net Worth.

         

        
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        ARTICLE VII

          EVENTS OF DEFAULT, RIGHTS AND REMEDIES

         

        Section 7.1        Events of Default.

         

        “Event of Default” means any one of the following events:

         

        (a)        default in the payment of any
            principal of any Advance or L/C Amount when it becomes due and payable; or default in the payment of any other Obligations when the same become due and payable and the continuance of such default for five Business Days; or

         

        (b)        default in the performance, or
            breach, of (i) any covenant or agreement on the part of the Company contained in any of Sections 5.1(f), 5.3(b), 5.7 (as to the corporate existence of the Company), 5.8,
            6.1 through 6.3, or 6.6
            through 6.13, inclusive, or (ii) any covenant incorporated herein pursuant to Section 5.9
            (after giving effect to any grace or cure provisions under such Existing Facility Additional Provision(s) or such New Facility Additional Provision(s) or event of default so incorporated); or

         

        (c)       default in the performance, or
            breach, of any covenant or agreement of the Borrowers in this Agreement or any other Loan Document (excluding any covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and
            the continuance of such default or breach for a period of 30 days after the Administrative Agent, at the request of any Lender, has given notice to the Company specifying such default or breach and requiring it to be remedied; or

         

        (d)       any representation or warranty
            made by any Borrower in this Agreement or any other Loan Document or by any Borrower (or any of its officers) in any certificate, instrument, or statement contemplated by or made or delivered pursuant to or in connection with this Agreement,
            shall prove to have been incorrect in any material respect when made; or

         

        (e)        any Loan Document or any
            material provision thereof shall for any reason cease to be valid and binding on any Borrower party thereto or any Borrower shall assert that any Loan Documents are not enforceable in accordance with their terms; or

         

        (f)        a default in the payment when
            due (after giving effect to any applicable grace periods) of principal or interest with respect to any item of Total Funded Debt of the Company or any of its Subsidiaries (other than any Obligations) if the aggregate amount of all such items of
            Total Funded Debt as to which such payment defaults exist is not less than $25,000,000; or

         

        (g)       a default (other than a default
            described in Section 7.1(f)) under any agreement relating to any item of Total Funded Debt of the Company or any Subsidiary (other than under any of the Loan
            Documents) or under any indenture or other instrument under which any such agreement has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such agreement if the effect of such
            default is to cause or to permit the holder of such item of Total Funded Debt (or trustee or agent on behalf of such holder) to cause such item of Total Funded Debt to come due prior to its stated maturity (or to cause or to permit the
            counterparty in respect of a Swap Contract to elect an early termination date in respect of such Swap Contract); provided that no Event of Default shall be deemed to
            have occurred under this paragraph if the aggregate amount owing as to all such items of Total Funded Debt as to which such defaults have occurred and are continuing is less than $25,000,000; provided, further, that if such default shall be cured by the Company or such Subsidiary, or waived by the holders of such items of Total
            Funded Debt or counterparties in respect of such Swap Contracts, in each case prior to the commencement of any action under Section 7.2 and as may be permitted by
            such evidence of indebtedness, indenture, other instrument, or Swap Contract, then the Event of Default hereunder by reason of such default shall be deemed likewise to have been thereupon cured or waived; or

         

        
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        (h)       the Company or any Material
            Subsidiary shall be adjudicated a bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Company or any Material Subsidiary shall apply for or consent
            to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Company or such
            Material Subsidiary, and such appointment shall continue undischarged for a period of 60 days; or the Company or any Material Subsidiary shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency,
            reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the
            Company or any Material Subsidiary and shall continue undischarged for 60 days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Company or
            any Material Subsidiary and such judgment, writ, or similar process shall not be released, vacated, stayed or fully bonded within 60 days after its issue or levy; or

         

        (i)        a petition shall be filed by
            the Company or any Material Subsidiary under the United States Bankruptcy Code naming the Company or that Material Subsidiary as debtor; or an involuntary petition shall be filed against the Company or any Material Subsidiary under the United
            States Bankruptcy Code, and such petition shall not have been dismissed within 60 days after such filing; or an order for relief shall be entered in any case under the United States Bankruptcy Code naming the Company or any Material Subsidiary
            as debtor; or

         

        (j)          a Change of Control shall
            occur with respect to the Company; or

         

        (k)       the rendering against the
            Company or any Subsidiary of a final judgment, decree or order for the payment of money if the amount of such judgment, decree or order, together with the amount of all other such judgments, decrees and orders then outstanding, less (in each
            case) the portion thereof covered by insurance proceeds, is greater than $10,000,000 and if such judgment, decree or order remains unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; or

         

        (l)         any Plan shall have been
            terminated as a result of which the Company or any Subsidiary or ERISA Affiliate has incurred an unfunded liability in excess of $20,000,000 or resulted in the imposition of a Lien; or the Pension Benefit Guaranty Corporation shall have
            instituted proceedings under Section 4042 of ERISA to terminate any Plan or to appoint a trustee to administer any Plan and in either case such action could reasonably be expected to result in liability to the Company or any Subsidiary in
            excess of $20,000,000 or in the imposition of a Lien, or the Company or any Subsidiary or ERISA Affiliate shall have incurred withdrawal liability in excess of $20,000,000 in respect of any Multiemployer Plan; or the Company or any Subsidiary
            shall have incurred any liability under Title IV of ERISA, in excess of $20,000,000 with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA) or resulting in the imposition of a Lien; or any Reportable
            Event which could reasonably be expected to result in liability to Company or any Subsidiary or ERISA Affiliate in excess of $20,000,000 or result in the imposition of a Lien, shall have occurred and be continuing 30 days after Company becomes
            aware of its occurrence; provided that no Event of Default shall be deemed to have occurred under this paragraph unless such event or events describe in this
            paragraph (either individually or together) with any other such event or events, could reasonably be expected to result in either a Material Adverse Change or in the imposition of a Lien; or

         

        
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        (m)       any court, government or
            governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any Material Part of the Assets of the Company and its Subsidiaries; or

         

        (n)      failure of the Borrowers to
            maintain or deposit in the Cash Collateral Account on or after the fifth Business Day preceding the Revolving Commitment Termination Date (or earlier, if required by Section
                7.2(c)) an amount equal to the face amount of all outstanding Letters of Credit.

         

        Section 7.2       Rights and Remedies.

         

        Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is waived by the Required Lenders or cured, the
          Administrative Agent may, with the consent of the Required Lenders, and shall, upon the request of the Required Lenders, exercise any or all of the following rights and remedies:

         

        (a)        The Administrative Agent may,
            by notice to the Company, declare the Revolving Commitments, the Swing Line Lender’s commitment under Section 2.20 and the Issuing Bank’s commitment under Section 2.7 to be terminated, whereupon the same shall forthwith terminate.

         

        (b)       The Administrative Agent may, by
            notice to the Company, declare the entire unpaid principal amount of the Obligations then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the
            Obligations, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers.

         

        (c)       If any Letter of Credit remains
            outstanding, the Administrative Agent may, by notice to the Company, require the Borrowers to deposit in the Cash Collateral Account immediately available funds equal to the aggregate face amount of all such outstanding Letters of Credit (less
            any amounts then on deposit in the Cash Collateral Account). Such funds shall be deposited (i) with respect to each Alternative Currency Letter of Credit, in the applicable Alternative Currency, and (ii) with respect to each Letter of Credit
            denominated in Dollars, in Dollars.

         

        (d)        The Lenders may, without notice
            to the Borrowers and without further action, apply any and all money owing by any Lender to any Borrower to the payment of the Obligations then outstanding, including interest accrued thereon, and of all other sums then owing by the Borrowers
            hereunder. For purposes of this paragraph (d), “Lender” means the Lenders, as defined elsewhere in this Agreement, and any participant in the loans made hereunder; provided that each such participant, by exercising its rights under this paragraph (d),
            agrees that it shall be obligated under Section 8.4 with respect to such payment as if it were a Lender for purposes of Section 8.4.

         

        (e)         The Administrative Agent may
            exercise and enforce all rights and remedies available to it in respect of the Cash Collateral Account.

         
          (f)        The Administrative Agent, the
              Swing Line Lender, the Issuing Bank and the Lenders may exercise any other rights and remedies available to them by law or agreement.

           

            

        

        
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        Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section
              7.1(i) (whether or not such Event of Default also arises under Section 7.1(h)), the Revolving Commitments (including the Swing Line Lender’s commitment
          under Section 2.20 and the Issuing Bank’s commitment under Section 2.7) shall terminate
          and the entire unpaid principal amount of the Obligations then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement shall be immediately due and payable without presentment, demand, protest or
          notice of any kind.

         

        Section 7.3        Pledge of Cash Collateral Account.

         

        The Borrowers hereby pledge, and grant the Administrative Agent, as agent for the Lenders, including the Issuing Bank, a security interest in, all
          sums held in the Cash Collateral Account from time to time and all proceeds thereof as security for the payment of the Obligations, specifically including the Borrowers’ obligation to reimburse the Issuing Bank for any amount drawn under any
          Letter of Credit, whether such reimbursement obligation arises directly under this Agreement or under a separate reimbursement agreement. Upon request of the Company, the Administrative Agent shall permit the Borrowers to withdraw from the Cash
          Collateral Account, so long as no Default or Event of Default then exists, the lesser of (a) the Excess Balance, or (b) the balance of the Cash Collateral Account. If a Default or Event of Default then exists, the Administrative Agent shall, upon
          the request of the Company, apply the Excess Balance to the payment of the Obligations. As used herein, “Excess Balance” means (i) after the fifth Business Day preceding
          the Revolving Commitment Termination Date, the amount by which the balance of the Cash Collateral Account exceeds the L/C Amount, and (ii) prior to the fifth Business Day preceding the Revolving Commitment Termination Date, the balance of the
          Cash Collateral Account. The Administrative Agent shall have full control of the Cash Collateral Account, and, except as set forth above, the Borrowers shall have no right to withdraw the funds maintained in the Cash Collateral Account.

         

        Section 7.4       Crediting of Payments and Proceeds.

         

        In the event that the Obligations have been accelerated pursuant to Section 7.2
          or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Obligations having been accelerated and all net proceeds from the enforcement
          of the Obligations shall be applied:

         

        First, to payment of that portion of the Obligations constituting
          fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swing Line Lender in its capacity as such (ratably among the
          Administrative Agent, the Issuing Bank and the Swing Line Lender in proportion to the respective amounts described in this clause First payable to them);

         

        Second, to payment of that portion of the Obligations constituting
          fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them);

         

        Third, to payment of that portion of the Obligations constituting
          accrued and unpaid interest on the Advances and outstanding L/C Amounts (ratably among the Lenders and the Issuing Bank 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 Advances and unpaid L/C Amounts (ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fourth
          held by them);

         

        
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        Fifth, to the Administrative Agent for the account of the Issuing
          Bank, to cash collateralize any Letter of Credit Obligations then outstanding; and

         

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

         

        ARTICLE VIII

          THE ADMINISTRATIVE AGENT

         

        Section 8.1       Authorization.

         

        Each Lender, the holder of each Note and the Issuing Bank irrevocably appoints and authorizes the Administrative Agent to act on its behalf to the
          extent provided herein or in any document or instrument delivered hereunder or in connection herewith, and to take such other action as may be reasonably incidental thereto.

         

        Section 8.2        Distribution of Payments and Proceeds.

         

        (a)        After deduction of any costs of
            collection as hereinafter provided, the Administrative Agent shall remit to each Lender that Lender’s Percentage of all payments of principal, interest, Letter of Credit fees payable under Section 2.7(e) and facility fees payable under Section 2.8 that are received by the Administrative Agent under the Loan Documents. Each
            Lender’s interest in the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Administrative Agent under the Loan Documents; and the Administrative Agent’s only liability to the Lenders
            hereunder shall be to account for each Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is ever required for any reason to refund any such payments, collections or
            proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in
            connection with such refund. The Administrative Agent may, in its sole discretion, make payment to the Lenders in anticipation of receipt of payment from the Borrowers. If the Administrative Agent fails to receive any such anticipated payment
            from the Borrowers, each Lender shall promptly refund to the Administrative Agent, upon demand, any such payment made to it in anticipation of payment from the Borrowers, together with interest for each day on such amount until so refunded at a
            rate equal to the Federal Funds Rate for each such date.

         

        (b)        Notwithstanding the foregoing,
            if any Lender has wrongfully refused to fund its Percentage of any Borrowing or other Advance or purchase its participation in a Swing Line Advance or in a Letter of Credit as required hereunder, or if the principal balance of any Lender’s
            Obligations is for any other reason less than its Percentage of the aggregate principal balances of the Lenders’ Obligations then outstanding, the Administrative Agent may remit all payments received by it to the other Lenders until such
            payments have reduced the aggregate amounts owed by the Borrowers to the extent that the aggregate amount owing to such Lender hereunder is equal to its Percentage of the aggregate amount owing to all of the Lenders hereunder. The provisions of
            this paragraph are intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to excuse any Lender from such
            obligations.

         

        
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        Section 8.3        Expenses.

         

        All payments, collections and proceeds received or effected by the Administrative Agent may be applied, first, to pay or reimburse the Administrative Agent for all costs, expenses, damages and liabilities at any time incurred by or imposed upon the Administrative Agent in connection with this
          Agreement or any other Loan Document (including but not limited to all reasonable attorney’s fees, foreclosure expenses and advances made to protect the security of collateral, if any, but excluding any costs, expenses, damages or liabilities
          arising from the gross negligence or willful misconduct of the Administrative Agent).  If the Administrative Agent does not receive payments, collections or proceeds from the Borrowers or their properties sufficient to cover any such costs,
          expenses, damages or liabilities within 30 days after their incurrence or imposition, each Lender shall, upon demand, remit to the Administrative Agent its Percentage of the difference between (a) such costs, expenses, damages and liabilities,
          and (b) such payments, collections and proceeds.

         

        Section 8.4        Payments Received Directly by Lenders.

         

        If any Lender or other holder of a Note shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or
          otherwise) on account of principal of or interest on any Advance other than through distributions made in accordance with Section 8.2, such Lender or holder shall
          promptly give notice of such fact to the Administrative Agent and shall purchase from the other Lenders or holders such participations in the Obligations held by them as shall be necessary to cause the purchasing Lender or holder to share the
          excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from
          such purchasing Lender or holder, the purchase shall be rescinded and the purchasing Lender restored to the extent of such recovery (but without interest thereon). The provisions of this Section 8.4 shall not be construed to apply to (a) any payment made pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by a Lender as consideration for the assignment of or
          sale of a participation in any of its Revolving Advances or participations in Swing Line Advances and Letters of Credit to any assignee or participant, other than to the Company or any of its Subsidiaries (as to which the provisions of this Section 8.4 shall apply).

         

        Section 8.5        Indemnification.

         

        The Administrative Agent shall not be required to do any act hereunder or under any other document or instrument delivered hereunder or in
          connection herewith, or to prosecute or defend any suit in respect of this Agreement or the Notes or any documents or instrument delivered hereunder or in connection herewith unless indemnified to its satisfaction by the holders of the
          Obligations against loss, cost, liability and expense (other than any such loss, cost, liability or expense attributable to the Administrative Agent’s own gross negligence or willful misconduct). If any indemnity furnished to the Administrative
          Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and not commence or cease to do the acts indemnified against until such
          additional indemnity is furnished.

         

        Section 8.6        Exculpation.

         

        (a)          The Administrative Agent shall
            be entitled to rely upon advice of counsel concerning legal matters, and upon this Agreement, any other Loan Document and any schedule, certificate, statement, report, notice or other writing which it in good faith believes to be genuine or to
            have been presented by a proper person. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall (i) be responsible for any recitals, representations or warranties contained in, or for the execution,
            validity, genuineness, effectiveness or enforceability of this Agreement, any other Loan Document, or any other instrument or document delivered hereunder or in connection herewith, (ii) be responsible for the validity, genuineness, perfection,
            effectiveness, enforceability, existence, value or enforcement of any collateral security, (iii) be under any duty to inquire into or pass upon any of the foregoing matters or upon the satisfaction of any condition set forth in Section 3.1, 3.2 or 3.3
            (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent pursuant to thereto), or to make any inquiry concerning the performance by the Borrowers or any other obligor of its obligations (it being
            understood and agreed that the Administrative Agent shall not be deemed to have knowledge of any Material Adverse Change, Default or Event of Default unless the Administrative Agent has received written notice thereof from the Company or any
            Lender, referring to this Agreement, describing such Material Adverse Change, Default or Event of Default), or (iv) in any event, be liable as such for any action taken or omitted by it or them, except for its or their own gross negligence or
            willful misconduct. The appointment of Wells Fargo as Administrative Agent hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, Wells Fargo in its individual capacity.

         

        
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        (b)      The term “agent” is used herein
            in reference to the Administrative Agent merely as a matter of custom. It is intended to reflect only an administrative relationship between the Administrative Agent and the other Lender Parties, in each case as independent contracting parties.
            However, the obligations of the Administrative Agent shall be limited to those expressly set forth herein. In no event shall the use of such term create or imply any fiduciary relationship or any other obligation arising under the general law
            of agency, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

         

        Section 8.7        Administrative Agent and Affiliates.

         

        The Administrative Agent shall have the same rights and powers hereunder in its individual capacity as any other Lender, and may exercise or
          refrain from exercising the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept deposits from and generally engage in any kind of business with the Borrowers as fully as if the
          Administrative Agent were not the Administrative Agent hereunder.

         

        Section 8.8        Credit Investigation.

         

        Each Lender acknowledges that it has made its own independent credit decision and investigation and taken such care on its own behalf as would
          have been the case had its Revolving Commitment been granted and the Advances made directly by such Lender to the Borrowers without the intervention of the Administrative Agent or any other Lender. Each Lender agrees and acknowledges that the
          Administrative Agent makes no representations or warranties about the creditworthiness of the Company or any other Borrower or other party to this Agreement or with respect to the legality, validity, sufficiency or enforceability of this
          Agreement, any Loan Document, or any other instrument or document delivered hereunder or in connection herewith.

         

        
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        Section 8.9        Resignation.

         

        The Administrative Agent may resign as such at any time upon at least 30 days’ prior notice to the Company and the Lenders. In the event of any
          resignation of the Administrative Agent, the Required Lenders shall as promptly as practicable appoint a Lender as a successor Administrative Agent; provided that so
          long as no Default or Event of Default has occurred and is continuing at such time, no such successor Administrative Agent may be appointed without the prior written consent of the Company. If no such successor Administrative Agent shall have
          been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent’s giving of notice of resignation, then the resigning Administrative Agent may, on behalf of the Lenders,
          appoint a Lender as a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
          Administrative Agent, such successor Administrative Agent shall thereupon be entitled to receive from the prior Administrative Agent such documents of transfer and assignment as such successor Administrative Agent may reasonably request and the
          resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any resignation pursuant to this Section, the provisions of this Section shall inure to the benefit of the retiring Administrative
          Agent as to any actions taken or omitted to be taken by it while it was an Administrative Agent hereunder.

         

        Any resignation by Wells Fargo as the Administrative Agent pursuant to this Section 8.9 shall also constitute its resignation as the Issuing Bank and the Swing Line Lender.  Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to
          and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, if in its sole discretion it elects to, and the Swing Line Lender, (b) the resigning Issuing Bank 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 Issuing Bank, if in its sole discretion it elects to, shall issue letters of credit in substitution for the Letters of Credit, if
          any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

         

        Section 8.10      Disclosure of Information.

         

        The Lender Parties shall keep confidential (and cause their respective officers, directors, employees, agents and representatives to keep
          confidential) all information, materials and documents furnished by the Company and its Subsidiaries to the Administrative Agent or the Lenders (the “Disclosed Information”).



          Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose Disclosed Information: (a) to the Administrative Agent or any other Lender; (b) to any Affiliate of any Lender in connection with the transactions contemplated
          hereby; provided that such Affiliate has been informed of the confidential nature of such information; (c) to legal counsel, accountants and other professional advisors
          to the Administrative Agent or such Lender; (d) to any regulatory body having jurisdiction over any Lender or the Administrative Agent (including in connection with a pledge or assignment permitted by Section 9.8(f)); (e) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or requested by any governmental agency or authority; (f) to the extent such Disclosed
          Information (i) becomes publicly available other than as a result of a breach of this Agreement, (ii) becomes available to the Administrative Agent or such Lender on a non-confidential basis from a source other than the Company or a Subsidiary,
          or (iii) was available to the Administrative Agent or such Lender on a non-confidential basis prior to its disclosure to the Administrative Agent or such Lender by the Company or a Subsidiary; (g) to the extent the Company or such Subsidiary
          shall have consented to such disclosure in writing; (h) to the extent reasonably deemed necessary by the Administrative Agent or any Lender in the enforcement of the remedies of the Lender Parties provided under the Loan Documents; (i) in
          connection with any potential assignment or participation in the interest granted hereunder; provided that any such potential assignee or participant shall have
          executed a confidentiality agreement imposing on such potential assignee or participant substantially the same obligations as are imposed on the Lender Parties under this Section
              8.10; (j) for the purpose of establishing a “due diligence” defense; (k) on a confidential basis to (i) any rating agency in connection with rating Company or its Subsidiaries or the credit facility established pursuant hereto or
          (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facility established pursuant hereto; and (l) consisting of deal terms (other than fees) and other
          information customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration
          of the Loan Documents.  Nothing in any Loan Document shall prevent disclosure of any confidential information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Loan Documents,
          or any transaction carried out in connection with any transaction contemplated thereby, to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

         

        
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        Section 8.11      Titles.

         

        The Persons identified on the title page as “Joint Book Runners”, “Joint Lead Arrangers”, “Syndication Agent”, and “Co-Documentation Agents” shall
          have no right, power, obligation or liability under this Agreement or any other Loan Document on account of such identification other than those applicable to such Persons in their capacity (if any) as Lenders. Each Lender acknowledges that it
          has not relied, and will not rely, on any Person so identified in deciding to enter into this Agreement or in taking or omitting any action hereunder.

         

        Section 8.12     Certain ERISA Matters.

         

        (a)          Each Lender (x) represents and
            warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
            Agent, and not, for the avoidance of doubt, to or for the benefit of any Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of
            one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Revolving Commitments or this Agreement; (ii) the transaction exemption set
            forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general
            accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class
            exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Revolving
            Commitments and this Agreement; (iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment
            decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Letters of Credit, the Revolving Commitments and this Agreement, (C) the entrance into, participation in, administration of and
            performance of the Advances, the Letters of Credit, the Revolving Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of
            subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Revolving 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.

         

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

         

        Section 8.13      Erroneous Payments.

         

        (a)        Each Lender and the Issuing
            Bank hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or the Issuing Bank that the Administrative Agent has determined in its sole discretion that
            any funds received by such Lender or the Issuing Bank from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender or the Issuing Bank (whether or not
            known to such Lender or the Issuing Bank) or (ii) it receives any payment from the Administrative Agent (or any of its Affiliates) (A) that is in a different amount than, or on a different date from, that specified in a notice of payment sent
            by the Administrative Agent (or any of its Affiliates) with respect to such payment, (B) that was not preceded or accompanied by a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment or (C)
            that such Lender or the Issuing Bank otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) then, in each case an error in payment has been made (any such amounts specified in clauses (a)(i) and (a)(ii) above, whether received as a payment, prepayment or repayment of principal,
            interest, fees or otherwise; individually and collectively, an “Erroneous Payment”) and the Lender or the Issuing Bank, as the case may be, is deemed to have knowledge
            of such error at the time of its receipt of such Erroneous Payment and to the extent permitted by applicable law, such Lender or the Issuing Bank shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim,
            counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments received, including waiver of any defense based on “discharge for
            value” or any similar doctrine.

         

        (b)        Without limiting Section 8.13(a), each Lender and the Issuing Bank agrees that, in the case of Section 8.13(a)(ii),
            it shall promptly (and, in all events, within one Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent in writing of such occurrence and, in the case of either Section 8.13(a)(i) or (a)(ii) upon demand from the Administrative Agent, it shall promptly, but in all events no
            later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so received), together with interest
            thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender or the Issuing Bank to the date such amount is repaid to the Administrative Agent in same day funds at the
            greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

         

        (c)        Each Borrower hereby agrees
            that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender or the Issuing Bank that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to
            all the rights of such Lender or the Issuing Bank with respect to such amount, (ii) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower and (iii) to the extent that an Erroneous
            Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the applicable Lender, the Issuing Bank, or any other Lender
            Party, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

         

        
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        (d)        Each party’s obligations under
            this Section 8.13 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a
            Lender, the termination of the Revolving Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

         

        ARTICLE IX

          MISCELLANEOUS

         

        Section 9.1       No Waiver; Cumulative Remedies.

         

        No failure or delay on the part of the Lenders in exercising any right, power or remedy under the Loan Documents shall operate as a waiver
          thereof; nor shall any Lender’s acceptance of payments while any Default or Event of Default is outstanding operate as a waiver of such Default or Event of Default, or any right, power or remedy under the Loan Documents; nor shall any single or
          partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not
          exclusive of any remedies provided by law.

         

        Section 9.2        Designation of Designated Subsidiaries.

         

        At any time and from time to time, the Company may designate any Eligible Subsidiary as a “Designated Subsidiary” by delivering to the
          Administrative Agent a Designation Letter, duly executed by the Company and such Eligible Subsidiary. Upon receipt of such Designation Letter by the Administrative Agent, and approval of the Administrative Agent if required to confirm that the
          applicable Subsidiary is an Eligible Subsidiary, such Eligible Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The
          Administrative Agent shall promptly notify each Lender of each such designation by the Company and the identity of such Eligible Subsidiary. The Company’s designation of an Eligible Subsidiary as such shall be irrevocable, and no Subsidiary shall
          cease to be a Designated Subsidiary without the prior written consent of the Required Lenders (and, in any event, no Eligible Subsidiary shall cease to be a Designated Subsidiary unless all of its non-contingent Obligations have been paid in
          full).  Upon request of any Lender, each Designated Subsidiary shall execute any Revolving Note delivered hereunder, but the failure of the Borrowers other than the Company to execute such Revolving Note shall not diminish the liability of any
          Borrower with respect to the indebtedness evidenced thereby.

         

        Section 9.3       Amendments,



              Etc.

         

        No amendment or waiver of any provision of any Loan Document or consent to any departure by the Borrowers therefrom shall be effective unless the
          same shall be in writing and signed by the Required Lenders (or by the Administrative Agent with the consent or at the request of the Required Lenders), and any such waiver shall be effective only in the specific instance and for the specific
          purpose for which given. Notwithstanding the foregoing:

         

        (a)       No such amendment or waiver
            shall be effective to do any of the following unless signed by each of the Lenders (or by the Administrative Agent with the consent or at the request of each of the Lenders):

         

        
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        (i)          increase the Revolving
            Commitment of any Lender or extend the Revolving Commitment Termination Date;

         

        (ii)         permit any Borrower to assign
            its rights under this Agreement;

         

        (iii)      amend this Section 9.3, the definition of “Required Lenders”, or any provision herein providing for consent or other action by all Lenders (including the requirements in the
            definitions of “Alternative Currency” and “Eligible Subsidiary” that specified matters be acceptable to or approved by all Lenders;
                provided that it is understood and agreed that the addition of English pounds as an Alternative Currency shall not require the consent of all Lenders, but instead shall be subject to Section 9.3(e)(ix));

         

        (iv)       forgive any indebtedness of any
            Borrower arising under this Agreement or any L/C Application or evidenced by the Notes, or reduce the rate of interest or any fees charged under this Agreement or the Notes; provided
            that only the consent of the Required Lenders shall be necessary to (A) waive any obligation of the Borrowers to pay interest at the rate specified in Section 2.6 and
            (B) 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 or any fees charged under this Agreement or the Notes;

         

        (v)        postpone or delay any date
            fixed by this Agreement or any other Loan Document for any payment of principal, interest, facility fees or other material amounts due to any Lender Party hereunder or under any other Loan Document;

         

        (vi)        amend Section 2.10(c), 2.11(a), 7.4 or
            8.2(a) in a manner that would alter the pro rata sharing required thereby;

         

        (vii)       release the Company from its
            obligations under the Guaranty; or

         

        (viii)      subordinate the Obligations in
            right of payment to any other indebtedness or other obligations.

         

        (b)      No amendment, waiver or consent
            shall affect the rights or duties of (i) the Administrative Agent under this Agreement or any other Loan Document unless in writing and signed by the Administrative Agent, (ii) the Issuing Bank under this Agreement or any other Loan Document
            unless in writing and signed by the Issuing Bank, or (iii) the Swing Line Lender under this Agreement or any other Loan Document unless in writing and signed by the Swing Line Lender.

         

        (c)        No amendment, modification or
            (except as provided elsewhere herein) termination of this Agreement or waiver of any rights of any Borrower or obligations of any Lender or the Administrative Agent hereunder shall be effective unless that Borrower shall have consented thereto
            in writing.

         

        (d)      Notwithstanding anything to the
            contrary herein, no Defaulting Lender shall have any consent right hereunder or any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Commitment of such Lender may not be increased nor may its
            Revolving Commitment (or the maturity of its Advances) be extended, nor may the principal of its Advances or amount or interest on its outstanding Advances be reduced, without the consent of such Lender.

         

        
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        (e)       Notwithstanding anything in this
            Agreement to the contrary: (i) each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 9.3) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate
            the terms of Section 2.22 (including, as applicable, (A) to permit the Incremental Lenders to share ratably in the benefits of this Agreement and the other Loan
            Documents and (B) to include the Incremental Commitments, or outstanding Incremental Advances, in any determination of (1) Required Lenders, as applicable or (2) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Revolving Commitment or any increase in any Lender’s Percentage, in each case, without the
            written consent of such affected Lender; (ii) no amendment or amendment and restatement of this Agreement shall require the consent of any Lender (A) which, immediately after giving effect to such amendment or amendment and restatement, shall
            have no Revolving Commitment and (B) which, substantially contemporaneously with the effectiveness of such amendment or amendment and restatement, is paid in full all amounts owing to it hereunder; (iii) the Fee Letter may be amended, or rights
            or privileges thereunder waived, in a writing signed only by the parties to the Fee Letter; (iv) any L/C Application or reimbursement agreement may be amended, or rights or privileges thereunder waived, in a writing signed only by the parties
            thereto; (v) each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into
            additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.23; (vi)(A) the Administrative Agent (and, if applicable, the Company) may, without the consent of any Lender, enter into
            amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 2.18(k)
            in accordance with the terms of Section 2.18(k); and (B) in connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary
                herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that the
                Administrative Agent will promptly notify the Company and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark; (vii) each Lender hereby irrevocably authorizes
            the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement or any of the other Loan Documents in accordance with Section 5.9; and (viii) the Administrative Agent and the
            Company shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Company shall
            have jointly identified an obvious error or any error, ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such provision; and (ix) this Agreement or any of the other Loan Documents may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, and the Company to add English
                pounds as an Alternative Currency, including such changes in connection therewith as are deemed necessary, in the sole discretion of the Administrative Agent, to facilitate the addition of English pounds as an Alternative Currency
                (including, if applicable, adding an additional revolving facility tranche under which English pounds are available to the Borrowers and making any changes in connection therewith that are deemed necessary, in the sole discretion of the
                Administrative Agent, to permit extensions of credit under such additional revolving facility tranche to share ratably in the benefits of this Agreement and the other Loan Documents with any other then-existing commitments and loans under
                this Agreement, to include appropriately the Lenders under such additional revolving facility tranche in any determination of Required Lenders, and to provide for tranche voting protection with respect to such additional revolving facility
                tranche and any other then-existing tranche of commitments and/or loans under this Agreement)..

         

        
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        Section 9.4        Notices.

         

        (a)       Generally. Except as otherwise expressly provided herein, all notices and other communications hereunder shall be in writing and shall be (i) personally delivered, (ii) transmitted by registered
            mail, postage prepaid, (iii) sent by Federal Express or similar expedited delivery service, or (iv) transmitted by telecopy, in each case addressed or transmitted by telecopy to the party to whom notice is being given at its address or
            telecopier number (as the case may be) as set forth in Schedule 9.4; or, in the case of any Lender, in such Lender’s Administrative Questionnaire; or, as to each
            party, at such other address or telecopier number as may hereafter be designated in a notice by that party to the other party complying with the terms of this Section. All such notices or other communications shall be deemed to have been given
            on (A) the date received if delivered personally, (B) five Business Days after the date of posting, if delivered by mail, (C) the date of receipt, if delivered by Federal Express or similar expedited delivery service, or (D) the date of
            transmission if delivered by telecopy, except that notices or requests to the Lenders pursuant to any of the provisions of Article II shall not be effective as to any
            Lender until received by that Lender. Notice given by any Lender Party to the Company at the address and/or telecopier number determined as set forth in this Section shall be deemed sufficient as to all Borrowers, regardless of whether the
            other Borrowers are sent separate copies of such notice or even specifically identified in such notice. The Company shall be deemed to be authorized to provide any communication hereunder (including but not limited to requests for Advances and
            requests regarding interest rates under Section 2.3) on behalf of any Borrower.

         

        (b)        Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
            or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing
            Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under
            such Article by electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes: (i) notices and
            other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
            written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or
            communication shall be deemed to have been sent at the opening of business on the next business day for the recipient; and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
            by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and
            identifying the website address therefor.

         

        
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        (c)     Use of Platform to Distribute Communications. The Administrative Agent may make any material delivered by any Borrower to the Administrative Agent, as well as any amendments, waivers, consents,
            and other written information, documents, instruments and other materials relating to the Company or any of its Subsidiaries, or any other materials or matters relating to any Loan Documents, or any of the transactions contemplated hereby or
            thereby (collectively, the “Communications”) available to the Lender Parties by posting such notices on the Platform. The Borrowers acknowledge that (i) the
            distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the
            Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect
            to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or
            liabilities that may be suffered or incurred in connection with the Platform. 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 the Administrative Agent or any of its Affiliates in connection with the Platform.

         

        Section 9.5        Costs and Expenses.

         

        The Company agrees to pay on demand (a) all costs and expenses incurred by the Administrative Agent in connection with the negotiation,
          preparation, execution, administration or amendment of the Loan Documents and the other instruments and documents to be delivered hereunder and thereunder, and (b) all costs and expenses incurred by the Administrative Agent, the Issuing Bank or
          any Lender in connection with the workout or enforcement of the Loan Documents and the other instruments and documents to be delivered hereunder and thereunder; including, in each case, reasonable fees and out-of-pocket expenses of counsel with
          respect thereto, whether paid to outside counsel or allocated to the Administrative Agent, the Issuing Bank or such Lender by in-house counsel. The Company also agrees to pay and reimburse the Administrative Agent for all of its out-of-pocket and
          allocated costs incurred in connection with each audit or examination conducted by the Administrative Agent, its employees or agents, which audits and examinations shall be for the sole benefit of the Lender Parties.

         

        Section 9.6        Indemnification by Borrowers.

         

        Each Borrower hereby agrees to indemnify each Lender Party and each officer, director, employee and agent thereof (herein individually each called
          an “Indemnitee” and collectively called the “Indemnitees”) from and against any and all
          losses, claims, damages, reasonable expenses (including reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”)



          incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or
          the use of the proceeds of any Advance or Letter of Credit hereunder or (b) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any
          Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, expenses or liabilities incurred solely as a
          result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment
          and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 9.6 shall survive any
          termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated to indemnify any Indemnitee in respect of any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay any Letter of Credit
          after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Section 9.6 shall not apply with respect to
          Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

         

        
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        Section 9.7       Execution in Counterparts.

         

        This Agreement and the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of
          which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by facsimile or in electronic
          (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document.

         

        Section 9.8        Binding Effect, Assignment and Participations.

         

        (a)       Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of
            the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent
            and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section
                9.8(b), (ii) by way of participation in accordance with the provisions of Section 9.8(d) or (iii) by way of pledge or assignment of a security interest
            subject to the restrictions of Section 9.8(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
            expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.8(d) and, to the extent expressly contemplated hereby, Indemnitees and Affiliates of each of the Administrative Agent 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 Revolving Commitment and the Advances at the time owing to it); provided that any such assignment shall be subject to the following conditions:

         

        (i)          Minimum Amounts.

          

        

        (A)      In the case of an assignment of
            the entire remaining amount of the assigning Lender’s Revolving Commitment and the Advances at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned.

         

        (B)       In any case not described in Section 9.8(b)(i)(A), the aggregate amount of the Revolving Commitment (which for this purpose includes Advances outstanding thereunder) or, if the Revolving Commitments
            are not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the
            Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the “Trade Date”) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is
            continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Company shall be deemed to have given its
            consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Company prior to such fifth (5th) Business Day.

         

        
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        (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
            Advances or the Revolving Commitment assigned (it being understood that assignments may be made non-ratably).

         

        (iii)      Required Consents. No consent shall be required for any assignment except to the extent required by Section 9.8(b)(i)(B)
            and, in addition:

         

        (A)       the consent of the Company
            (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

         

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

         

        (C)       the consents of the Issuing
            Bank and the Swing Line Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether
            or not then outstanding) or for any assignment of Swing Line Advances.

         

        (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 of $3,500 for each assignment and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. On or prior to the
            effective date of each assignment, the assigning Lender shall surrender any outstanding Notes held by it all or a portion of which are being assigned. Any Notes surrendered by the assigning Lender shall be returned by the Administrative Agent
            to the Company marked “cancelled”. No such surrender or cancellation shall reduce, affect or impair the obligation of the Borrowers assigned to the assignee nor limit the Borrowers’ obligation to provide a new Note or Notes to the assignee
            pursuant to Section 2.1.

         

        (v)       No Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the Company’s
            Affiliates or Subsidiaries, or (B) any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this Section 9.8(b)(v) or Section 9.8(b)(vi).

         

        (vi)       No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company,
            investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

         

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

         

        Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 9.8(c), 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 (other than obligations under Sections 2.17(e) and (h)) (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 2.16, 2.17, 2.18, 9.5 and 9.6 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. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated
          for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.8(d).

         

        (c)        Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in Charlotte, North Carolina or such other office as may be
            determined by the Administrative Agent, a copy of each Assignment and Assumption and each Lender agreement (delivered pursuant to Section 2.22) delivered to it and a
            register for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and principal amounts (and stated interest) of the Advances 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 Company, 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender (but
            only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

         

        
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        (d)        Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, in accordance with applicable law, sell participations to any Person
            (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), the Company or any of the Company’s Affiliates or Subsidiaries, or any Defaulting Lender
            or any of its subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of
            its Revolving Commitment and/or the Advances 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 Company, the Administrative Agent, the Issuing Bank, the Swing Line Lender, and the other Lenders shall continue to deal solely
            and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

         

        Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
          the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
          instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in Section 9.3
          that directly affects such Participant and could not be affected by a vote of the Required Lenders.  Subject to Section 9.8(e), the Borrowers agree that each
          Participant shall be entitled to the benefits of (and shall have the related obligations under) Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.8(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.15
          as though it were a Lender; provided that such Participant agrees to be subject to Section 8.4
          as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and
          stated interest) of each Participant’s interest in the obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register 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 each 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)       Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 2.17 or 2.18 than the applicable Lender would have been entitled to receive with
            respect to the participation sold to such Participant (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), unless the sale of
            the participation to such Participant is made with the Company’s prior written consent. No Participant shall be entitled to the benefits of Section 2.17 unless the
            Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17 as though
            it were a Lender (it being understood that the documentation required under Section 2.17(g) shall be delivered to the participating Lender).

         

        
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        (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 to secure obligations of such Lender, including any
            pledge or assignment to secure obligations to a Federal Reserve Bank or central bank, and this Section 9.8(f) shall not apply to any such pledge or assignment of a
            security interest; 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.

         

        Section 9.9        Governing Law.

         

        The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York.

         

        Section 9.10     Severability of Provisions.

         

        Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
          without invalidating the remaining provisions hereof.

         

        Section 9.11      Consent to Jurisdiction.

         

        Each party irrevocably (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any other Loan
          Document shall be brought in a court of record in New York County in the State of New York or in the courts of the United States located in such State (provided that the
          foregoing shall not affect any right that the Administrative Agent, any Lender, the Issuing Bank or the Swing Line Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any
          Borrower or its properties in the courts of any jurisdiction), (b) consents to the jurisdiction of each such court in any suit, action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or
          proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in
          other jurisdictions by suit on the judgment or in any other manner provided by law.

         

        Section 9.12      Waiver of Jury Trial.

         

        THE BORROWERS AND THE LENDER PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY
          JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT AND THE NOTES OR THE RELATIONSHIPS ESTABLISHED
          HEREUNDER.

         

        Section 9.13      Integration; Effectiveness; Electronic Execution.

         

        (a)      Integration; Effectiveness. This Agreement, the other Loan Documents (including the Fee Letter) and any other fee letter entered into in connection with this Agreement and the other Loan
            Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. In the event of any
            conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of
            supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective
            parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. Except as provided in Section 3.1,
            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.

         

        
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        (b)      Electronic Execution. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any document,
            amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions
            contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries 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.  Each
            party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature.  For the avoidance
            of doubt, the authorization under this Section 9.13(b) may include use or acceptance by the parties of a manually signed paper which has been converted into
            electronic form (such as scanned into .pdf), or an electronically signed paper converted into another format, for transmission, delivery and/or retention.  Notwithstanding anything contained herein to the contrary, the Administrative Agent is
            under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided
            that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such
            Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original
            manually executed counterpart thereof.  Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy
            proceedings or litigation among the Administrative Agent, the Lenders and any Borrower, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same
            legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan
            Documents, including with respect to any signature pages thereto.

         

        Section 9.14     Recalculation of Covenants Following Accounting Practices Change.

         

        The Company shall notify the Administrative Agent of any Accounting Practices Change promptly upon becoming aware of the same. Promptly following
          such notice, the Company and the Lenders shall negotiate in good faith in order to effect any adjustments to the Financial Covenants and other provisions hereof necessary to reflect the effects of such Accounting Practices Change.

         

        
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        Section 9.15      Right of Set Off.

         

        If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, the Swing Line Lender and each of their respective
          Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at
          any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the Swing Line Lender or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations
          of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Bank or the Swing Line Lender, irrespective of whether or not such Lender, the Issuing Bank or the Swing Line Lender shall have
          made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Bank or the Swing Line Lender different
          from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing Bank, the Swing Line Lender and their respective Affiliates under this Section 9.15 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swing Line Lender or their respective Affiliates may have. Each Lender, the Issuing Bank
          and the Swing Line Lender agree to notify the Company and the Administrative Agent promptly after any such setoff and application; provided that the failure to give
          such notice shall not affect the validity of such setoff and application.

         

        Section 9.16     Headings.

         

        Article and Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this
          Agreement for any other purpose.

         

        Section 9.17      Non-Liability of Lenders.

         

        The relationship between the Borrowers on the one hand and the Lenders, the Issuing Bank and the Administrative Agent on the other hand shall be
          solely that of borrower and lender. Neither the Administrative Agent, any Lender nor the Issuing Bank shall have any fiduciary responsibilities to the Borrowers. Neither the Administrative Agent, any Lender nor the Issuing Bank undertakes any
          responsibility to any Borrower to review or inform the Borrowers of any matter in connection with any phase of the Borrowers’ business or operations. The Borrowers agree that neither the Administrative Agent, any Lender nor the Issuing Bank shall
          have liability to the Borrowers (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by
          the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or
          willful misconduct of the party from which recovery is sought or (b) the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit.
          Neither the Administrative Agent, any Lender nor the Issuing Bank shall have any liability with respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect or consequential damages suffered by any
          Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

         

        Section 9.18     Customer Identification – USA Patriot Act Notice.

         

        The Administrative Agent hereby notifies the Borrowers 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 Administrative Agent’s policies and practices, each Lender is required to obtain, verify and record
          certain information and documentation that identifies each Borrower, which information includes the name and address of each Borrower and such other information that will allow each Lender to identify each Borrower in accordance with the Patriot
          Act and all applicable “know your customer” and anti-money laundering rules and regulations.

         

        
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        Section 9.19     Defaulting Lender Cure.

         

        If the Company, the Administrative Agent, the Swing Line Lender and the Issuing Bank agree in writing that a Lender is no longer a Defaulting
          Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),
          that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances and funded and
          unfunded participations in Letters of Credit and Swing Line Advances to be held pro rata by the Lenders in accordance with their respective Revolving Commitments (without giving effect to Section 2.7(j)), 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 any Borrower while that Lender was a Defaulting Lender; 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.

         

        Section 9.20      Designated Lenders.

         

        Each of the Administrative Agent, the Issuing Bank and each Lender at its option may make any Credit Extension or otherwise perform its
          obligations hereunder through any Lending Office (each, a “Designated Lender”); provided
          that any exercise of such option shall not affect the obligation of the Borrowers to repay any Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that such provisions that would be applicable with respect to Credit Extensions actually provided by such Affiliate or branch of such Lender shall apply to such Affiliate or branch of such
          Lender to the same extent as such Lender.

         

        Section 9.21     Existing Credit Agreement Matters.

         

        The Lenders hereunder which are “Lenders” under the Existing Credit Agreement (which Lenders constitute the “Required Lenders” under the Existing
          Credit Agreement) hereby waive the requirement set forth in Section 2.11 of the Existing Credit Agreement that notice of prepayments of certain “Advances” be given a
          specified number of “Business Days” in advance. The Company and such Lenders agree that upon the effectiveness of this Agreement, all such notice requirements shall be deemed satisfied.

         

        Section 9.22      Amendment and Restatement of Existing Credit Agreement.

         

        Upon the Effective Date, the Existing Credit Agreement shall be amended and restated by this Agreement; provided that the obligation to repay the loans and advances arising under the Existing Credit Agreement shall continue in full force and effect but shall now be governed by the terms of this
          Agreement and the other Loan Documents.

         

        Section 9.23      Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

         

        Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each
          party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, subject to the Write-Down and Conversion Powers of the applicable Resolution Authority
          and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
          Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such
          liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of
          ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and
          Conversion Powers of the applicable Resolution Authority.

         

        
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        Section 9.24     Acknowledgement Regarding Any Supported QFCs.

         

        To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument
          that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”),
          the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
          (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
          provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): in the event
          a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
          Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
          Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were
          governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the
          Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the
          U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies
          of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

         

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