EXHIBIT 10.1           


EXECUTION COPY


U.S. $2,500,000,000


SECOND AMENDED AND RESTATED FIVE
YEAR CREDIT AGREEMENT


Dated as of February 14, 2020,


Among


OMNICOM CAPITAL INC.


and


OMNICOM FINANCE LIMITED


as Borrowers


OMNICOM GROUP INC.


as Guarantor


THE INITIAL LENDERS NAMED HEREIN


as
Initial Lenders


CITIBANK, N.A.,


JPMORGAN CHASE BANK, N.A.


and


WELLS FARGO SECURITIES, LLC


as
Lead Arrangers and Book Managers


JPMORGAN CHASE BANK, N.A.


and


WELLS FARGO BANK, NATIONAL
ASSOCIATION


as
Syndication Agents


BANK OF AMERICA, N.A.

BNP PARIBAS

BARCLAYS BANK PLC

DEUTSCHE BANK SECURITIES INC.

 and

HSBC BANK USA, NATIONAL ASSOCIATION


as
Documentation Agents


and


CITIBANK, N.A.


as
Administrative Agent




     


     


    


TABLE OF CONTENTS


	Article I Definitions and Accounting Terms	1
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Computation of Time Periods	13
	Section 1.03	Accounting Terms	14
	Section 1.04	Divisions	14
	Article II Amounts and Terms of the Advances and Letters of Credit	14
	Section 2.01	The Advances and Letters of Credit	14
	Section 2.02	Making the Advances	15
	Section 2.03	Issuance of and Drawings and Reimbursement Under Letters of Credit	16
	Section 2.04	Fees	17
	Section 2.05	Optional Termination or Reduction of the Commitments	18
	Section 2.06	Repayment of Advances and Letter of Credit Drawings	18
	Section 2.07	Interest on Advances	19
	Section 2.08	Interest Rate Determination	19
	Section 2.09	Optional Conversion of Advances	21
	Section 2.10	Prepayments of Advances	21
	Section 2.11	Increased Costs	22
	Section 2.12	Illegality	23
	Section 2.13	Payments and Computations	23
	Section 2.14	Taxes	24
	Section 2.15	Sharing of Payments, Etc.	30
	Section 2.16	Evidence of Debt	30
	Section 2.17	Use of Proceeds	30
	Section 2.18	Increase in the Aggregate Commitments	30
	Section 2.19	Defaulting Lenders	32
	Section 2.20	Mitigation Obligations; Replacement of Lenders	34
	Section 2.21	Extension of Termination Date	34










    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    




 


 





	Section 2.22	LIBOR Successor Rate	35
	Article III Conditions to Effectiveness and Lending	38
	Section 3.01	Conditions Precedent to Effectiveness of Section 2.01	38
	Section 3.02	Initial Advance to Each Designated Subsidiary	40
	Section 3.03	Conditions Precedent to Each Borrowing, Each Issuance, Each
    Commitment Increase and each Extension of Termination Date	40
	Section 3.04	Determinations Under Section 3.01 and 3.02	41
	Article IV Representations and Warranties	41
	Section 4.01	Representations and Warranties of the Guarantor	41
	Article V Covenants of the Guarantor	42
	Section 5.01	Affirmative Covenants	43
	Section 5.02	Negative Covenants	44
	Section 5.03	Financial Covenant	47
	Article VI Events of Default	47
	Section 6.01	Events of Default	47
	Section 6.02	Actions in Respect of Letters of Credit upon Default	48
	Article VII Guaranty	49
	Section 7.01	Guaranty	49
	Section 7.02	Guaranty Absolute	49
	Section 7.03	Waivers and Acknowledgments	50
	Section 7.04	Subrogation	51
	Section 7.05	Subordination	51
	Section 7.06	Continuing Guaranty; Assignments	52
	Article VIII The Agent	52
	Section 8.01	Authorization and Authority	52
	Section 8.02	Rights as a Lender	52
	Section 8.03	Duties of Agent; Exculpatory Provisions	52
	Section 8.04	Reliance by Agent	53







 



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	Section 8.05	Delegation of Duties	53
	Section 8.06	Resignation of Agent	53
	Section 8.07	Non-Reliance on Agent and Other Lenders	54
	Section 8.08	No Other Duties, Etc.	55
	Section 8.09	Lender ERISA Representation	55
	Article IX Miscellaneous	56
	Section 9.01	Amendments, Etc.	56
	Section 9.02	Notices, Etc.	56
	Section 9.03	No Waiver; Remedies	58
	Section 9.04	Costs and Expenses	58
	Section 9.05	Right of Set-off	59
	Section 9.06	Binding Effect	59
	Section 9.07	Assignments and Participations	59
	Section 9.08	Confidentiality	63
	Section 9.09	Designated Subsidiaries	64
	Section 9.10	Governing Law	65
	Section 9.11	Execution in Counterparts	65
	Section 9.12	Judgment	65
	Section 9.13	Jurisdiction, Etc.	65
	Section 9.14	Substitution of Currency	66
	Section 9.15	No Liability of the Issuing Banks	66
	Section 9.16	Patriot Act	66
	Section 9.17	No Fiduciary Duty	66
	Section 9.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	66
	Section 9.19	Waiver of Jury Trial	69







 



    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    




 


 




	Schedules
	Schedule I – Commitments of the Initial Lenders and the Initial Issuing Banks
	Schedule 2.01(b) – Existing Letters of Credit
	Schedule 3.01(b) - Disclosed Litigation
	Schedule 5.02(a) - Existing Liens
	Schedule 5.02(d) - Existing Debt
	Exhibits	 	 
	Exhibit A	 -	Form of Note
	Exhibit B	 -	Form of Notice of Borrowing
	Exhibit C	 -	Form of Assignment and Assumption
	Exhibit D	 -	Tax Forms
	Exhibit E	-	Form of Designation Agreement


 





 




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    


SECOND AMENDED AND
RESTATED FIVE YEAR CREDIT AGREEMENT


Dated as of February
14, 2020


OMNICOM CAPITAL INC.,
a Connecticut corporation (“OCI”), and OMNICOM FINANCE Limited, a private limited company organized under the
laws of England and Wales (“OFL”; OCI and OFL are each an “Initial Borrower” and collectively,
the “Initial Borrowers”), OMNICOM GROUP INC., a New York corporation (the “Guarantor”), the
banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks
(the “Initial Issuing Banks”) listed on the signature pages hereof, CITIBANK, N.A. (“Citibank”),
JPMORGAN CHASE BANK, N.A.(“JPMorgan”) and WELLS FARGO SECURITIES, LLC, as lead arrangers and book managers,
and CITIBANK, as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:


PRELIMINARY STATEMENT.
The Borrowers, the Guarantor, the lenders parties thereto and Citibank, as agent, are parties to an Amended and Restated Five Year
Credit Agreement dated as of July 31, 2014 (as amended and extended, the “Existing Credit Agreement”). Subject
to the satisfaction of the conditions set forth in Section 3.01, the Borrowers, the Guarantor, the lenders parties hereto and Citibank,
as Agent, desire to amend and restate the Existing Credit Agreement as herein set forth (with the effect that all obligations of
the Initial Borrowers under the Existing Credit Agreement shall become obligations of the Initial Borrowers hereunder, and the
provisions of the Existing Credit Agreement shall be superseded by the provisions hereof). Each of the parties hereto confirms
that the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall not constitute a novation
of the Existing Credit Agreement.


ARTICLE I


DEFINITIONS AND ACCOUNTING
TERMS


SECTION 1.01. Certain
Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):


“Acquired/Disposed
Business” means (a) any Person, assets, equity interests, entities, lines of business or divisions acquired or disposed
of, as the case may be, by the Guarantor or any Subsidiary of the Guarantor where the consideration (whether cash, stock or other
form of consideration) for the transaction is at least $200,000,000 (it being understood that such consideration shall be determined
based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments); or (b) a Specified
Acquisition.


“Additional
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Guarantor or its Subsidiaries
from time to time concerning or relating to bribery or corruption, other than the Anti-Corruption Laws.


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent and completed by Lenders specifying
their Domestic Lending Office and Eurocurrency Lending Office, among other information.


“Advance”
means an advance by an Issuing Bank or a Lender pursuant to Section 2.03(c) or by a Lender to a Borrower as part of a Borrowing
pursuant to Section 2.01 and may refer to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type”
of Advance).


“Affiliate”
means, as to any Person, any other Person (other than an individual) that, directly or indirectly, controls, is controlled by or
is under common control with such Person; provided that, for purposes of Section 5.01(h), an Affiliate of a Borrower shall include
any Person that (x) is a director or officer of such Person or (y) has the possession, direct or indirect, of the power to vote
5% or more of the Voting Stock of such Person. A Person shall be deemed to control another Person if such Person possesses,




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directly or indirectly, the power
to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock,
by contract or otherwise.


“Agent’s
Account” means (a) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Agent
at Citibank at its office at One Penns Way, Ops II, Floor 2, New Castle, Delaware 19720, Account No. 36852248, Attention:
Bank Loan Syndications, (b) in the case of Advances denominated in any Committed Currency, the account of the Agent designated
in writing from time to time by the Agent to the Borrowers and the Lenders for such purpose and (c) in any such case, such
other account of the Agent as is designated in writing from time to time by the Agent to the Borrowers and the Lenders for such
purpose.


“Agent
Parties” has the meaning specified in Section 9.02(d)(ii).


“Anniversary
Date” has the meaning specified in Section 2.21(a).


“Anti-Corruption
Laws” means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010 and the rules and regulations thereunder.


“Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base
Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance.


“Applicable
Margin” means as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such
date as set forth below:


	
        Public Debt Rating

        S&P/Moody’s
	
        Applicable Margin for

        Eurocurrency Rate Advances
	
        Applicable Margin for

        Base Rate Advances

	
        Level 1

        A+ or A1 or above
	
         

        0.690%
	
         

        0.000%

	
        Level 2

        A or A2
	
         

        0.805%
	
         

        0.000%

	
        Level 3

        A- or A3
	
         

        0.910%
	
         

        0.000%

	
        Level 4

        BBB+ or Baa1
	
         

        1.025%
	
         

        0.025%

	
        Level 5

        BBB or Baa2
	
         

        1.125%
	
         

        0.125%

	
        Level 6

        Lower than Level 5
	
         

        1.325%
	
         

        0.325%



 


“Applicable
Percentage” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


	
        Public Debt Rating

        S&P/Moody’s
	
        Applicable

        Percentage

	
        Level 1

        A+ or A1 or above
	
         

        0.060%

	
        Level 2

        A or A2
	
         

        0.070%

	
        Level 3

        A- or A3
	
         

        0.090%

	
        Level 4

        BBB+ or Baa1
	
         

        0.100%





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        Level 5

        BBB or Baa2
	
         

        0.125%

	
        Level 6

        Lower than Level 5
	
         

        0.175%



 


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


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by
the Agent, in substantially the form of Exhibit C hereto.


“Assuming
Lender” has the meaning specified in Section 2.18(d).


“Assumption
Agreement” has the meaning specified in Section 2.18(d)(ii).


“Available
Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit
at such time (assuming compliance at such time with all conditions to drawing).


“Bail-In
Action” has the meaning specified in Section 9.18.


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.


“Base
Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times
be not less than zero and equal to the highest of:


(a)       the
rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;


(b)       1⁄2
of one percent per annum above the Federal Funds Rate; and


(c)       the
ICE Benchmark Administration Settlement Rate applicable to Dollars for a period of one month (“One Month LIBOR”)
plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on the applicable
Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those currently provided
by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to
deposits in Dollars by reference to the ICE Benchmark Administration Settlement Rates for deposits in Dollars) at approximately
11:00 A.M. London time on such day); provided that, if the One Month LIBOR shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement.


“Base
Rate Advance” means an Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(i).


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


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


“Board
of Directors” means as to any Person, the board of directors, board of managers, sole member or managing member or other
governing body of such Person, or if such Person is owned or managed by a single entity or has a general partner, the board of
directors, board of managers, sole member




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or managing member or other governing
body of such entity or general partner, or in each case, any duly authorized committee thereof.


“Borrowers”
means, collectively, the Initial Borrowers and the Designated Subsidiaries from time to time (and each a “Borrower”).


“Borrowing”
means (a) with respect to the making of Advances (i) a borrowing consisting of simultaneous Advances of the same Type made by each
of the Lenders pursuant to Section 2.01 or (ii) a borrowing consisting of the Advances made pursuant to Section 2.03(c) by
each of the Lenders, other than the applicable Issuing Bank, and by such Issuing Bank, to the extent of its Ratable Share of its
payment of a draft drawn on a Letter of Credit that is not reimbursed by the applicable Borrower on the date made; and (b) in other
contexts (i) that portion of the Advances comprised of all outstanding Base Rate Advances and (ii) that portion of the Advances
converted into, or continued as, Eurocurrency Rate Advances having the same Interest Period.


“Borrowing
Minimum” means, in respect of Advances denominated in Dollars, $5,000,000, in respect of Advances denominated in Sterling,
£5,000,000 and, in respect of Advances denominated in Euro, €5,000,000.


“Borrowing
Multiple” means, in respect of Advances denominated in Dollars, $1,000,000 in respect of Advances denominated in Sterling,
£1,000,000 and, in respect of Advances denominated in Euro, €1,000,000.


“Business
Day” means a day of the year on which banks are not required or authorized by law to close in New York City and,
if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank
market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance
(or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open).


“Commitment”
means a Revolving Credit Commitment or a Letter of Credit Commitment.


“Commitment
Date” has the meaning specified in Section 2.18(b).


“Commitment
Increase” has the meaning specified in Section 2.18(a).


“Committed
Currencies” means Sterling and Euro.


“Competitor”
means, as of any date, any Person that is (a) a competitor of the Guarantor or any of the Borrowers or (b) any Affiliate of a competitor
of the Guarantor or any of the Borrowers, which Person has been designated by the Guarantor as a “Competitor” by written
notice to the Agent and the Lenders (including by posting such notice to the Platform) effective five Business Days after such
notice is so given; provided that “Competitor” shall exclude any Person that the Guarantor has designated as no longer
being a “Competitor” by written notice delivered to the Agent from time to time.


“Confidential
Information” means information that a Loan Party furnishes to the Agent or any Lender in a writing designated as confidential.


“Consolidated”
refers to the consolidation of accounts in accordance with GAAP.


“Convert”,
“Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances
of the other Type pursuant to Section 2.08 or 2.09.


“CTA”
means the UK Corporation Tax Act 2009.




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“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for the deferred purchase price of property or services (other than earn-out payment obligations of such Person
in connection with the purchase of property or services to the extent they are still contingent), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with
GAAP, recorded as finance leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all
Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement
(1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner
invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a)
through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured
by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Debt.


“Debt
for Borrowed Money” of any Person means all items that, in accordance with GAAP, would be classified as indebtedness
on a Consolidated balance sheet of such Person.


“Default”
means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both.


“Defaulting
Lender” means, subject to Section 2.19(d), at any time, any Lender that, at such time (a) has failed to perform any of
its funding obligations hereunder, including in respect of its Advances or participations in respect of Letters of Credit, within
two Business Days of the date required to be funded by it hereunder, (b) has notified the Borrowers or the Agent in writing that
it does not intend to comply with its funding obligations generally or has made a public statement to that effect with respect
to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after written request by the Agent (based on its reasonable belief that such Lender may not fulfill
its funding obligations hereunder), to confirm in a manner satisfactory to the Agent that it will comply with its funding obligations
hereunder, provided that such Lender shall cease to be a Defaulting Lender upon receipt of such written confirmation by the Agent
and the Agent’s written notice to the Defaulting Lender and the Borrowers that such confirmation is satisfactory, or (d)
has, or has a direct or indirect parent company that has, (i) become the subject of a debtor relief law or a Bail-In Action, (ii)
had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent
to, approval of or acquiescence in any such proceeding or appointment; provided that, for the avoidance of doubt, a Lender shall
not be a Defaulting Lender solely by virtue of (1) the control, ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a governmental authority or (2) in the case of a solvent Lender, the precautionary
appointment of an administrator, guardian, custodian or other similar official by a government authority under or based on the
law of the country where such lender is subject to home jurisdiction supervision if applicable law requires that such appointment
not be publicly disclosed, so long as, in the case of clause (1) and clause (2), such action 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 or instrumentality) to reject, repudiate, disavow
or disaffirm any contracts or agreements made with such Person.




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“Designated
Subsidiary” means any direct or indirect wholly-owned Subsidiary of the Guarantor designated for borrowing privileges
under this Agreement pursuant to Section 9.09.


“Designation
Agreement” means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such
Designated Subsidiary and the Guarantor.


“Disclosed
Litigation” has the meaning specified in Section 3.01(b).


“Dollars”
and the “$” sign each means lawful currency of the United States of America.


“Domestic
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” in its Administrative Questionnaire delivered to the Agent, or such other office, branch or Affiliate of such Lender
as such Lender may from time to time specify to the Borrowers and the Agent.


“EBITDA”
means, for any period, net income (or net loss) plus the sum of (a) net interest expense, (b) income tax expense, (c) depreciation
expense, (d) amortization expense and (e) non-cash charges, in each case determined in accordance with GAAP for such period;
provided, that for purposes of calculating EBITDA for the Guarantor and its Subsidiaries for any period, the EBITDA of any
Acquired/Disposed Business acquired or disposed of by the Guarantor or any of its Subsidiaries during such period shall be included
or excluded, as the case may be, on a pro forma basis for such period (as if the consummation of such acquisition or disposition
occurred on the first day of such period).


“Effective
Date” has the meaning specified in Section 3.01.


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 9.07(b)(iii)).


“Environmental
Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental
Law, Environmental Permit or hazardous materials or arising from alleged injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response,
remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution,
indemnification, cost recovery, compensation or injunctive relief.


“Environmental
Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree
or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety
or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal,
release or discharge of hazardous materials.


“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law.


“Equivalent”,
at any date of determination thereof, in Dollars of any Committed Currency or in any Committed Currency of Dollars, means the spot
rate of exchange that appears at 11:00 A.M. (London time), on the display page applicable to the relevant currency on the OANDA
website on such date; provided that if there shall at any time no longer exist such a page on such website, the spot rate
of exchange shall be determined by reference to another similar rate publishing service selected by the Agent.


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




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“ERISA
Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Guarantor’s controlled
group, or under common control with the Guarantor, within the meaning of Section 414 of the Internal Revenue Code.


“ERISA
Event” means (a) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect
to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, (b) the application
for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent
to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment
referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Guarantor or any ERISA
Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Guarantor or any ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (f)  the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect
to any Plan; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA,
or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination
of, or the appointment of a trustee to administer, a Plan.


“EURIBO
Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, the rate
per annum appearing on the applicable Bloomberg screen (or on any successor to or substitute for Bloomberg, providing rate quotations
comparable to those currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates
for deposits in Euro) at approximately 10:00 A.M., London time, two Business Days prior to the commencement of such Interest Period,
as the rate for deposits in Euro with a maturity comparable to such Interest Period.


“Euro”
means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community,
as such treaty may be amended from time to time and as referred to in the EMU legislation.


“Eurocurrency
Lending Office” means, with respect to any Lender, the office or branch of such Lender specified as its “Eurocurrency
Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office, branch or Affiliate of
such Lender as such Lender may from time to time specify to the Borrowers and the Agent.


“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.


“Eurocurrency
Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Borrowing, an interest
rate per annum not less than zero and equal to the rate per annum obtained by dividing (a)(i) in the case of any Advance denominated
in Dollars or any Committed Currency other than Euro, the rate per annum (rounded upward to the nearest whole multiple of 1/16
of 1% per annum) appearing on the applicable Bloomberg screen as the London interbank offered rate for deposits in Dollars or the
applicable Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period or, (ii) in the case of any Advance denominated in Euro, the EURIBO Rate by
(b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period; provided that,
if the rate determined under this clause (a) shall be less than zero, such rate shall be deemed to be zero for purposes of this
Agreement.


“Eurocurrency
Rate Advance” means an Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii).


“Eurocurrency
Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing
means the reserve percentage applicable two Business




    7


     


    

Days before the first day of such
Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor)
for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting
of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference
to which the interest rate on Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.


“Events
of Default” has the meaning specified in Section 6.01.


“Facility”
means the Revolving Credit Facility or the Letter of Credit Facility.


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


“Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published
for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the Federal
Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


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


“GAAP”
has the meaning specified in Section 1.03.


“Guaranteed
Obligations” has the meaning specified in Section 7.01.


“Guaranty”
means the provisions of Article VII.


“Hedge
Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar agreements.


“Increase
Date” has the meaning specified in Section 2.18(a).


“Increasing
Lender” has the meaning specified in Section 2.18(b).


“Information
Memorandum” means the information memorandum dated January 2020 used by the Agent in connection with the syndication
of the Commitments.


“Interest
Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the
date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance
and ending on the last day of the period selected by the applicable Borrower pursuant to the provisions below and, thereafter,
with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the




    8


     


    

immediately preceding Interest
Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one, two, three or six months, and subject to clause (c) of this definition, twelve months, as the
applicable Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third
Business Day prior to the first day of such Interest Period, select; provided, however, that:


(a)       the
Borrowers may not select any Interest Period that ends after the final Termination Date;


(b)       Interest
Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration;


(c)       in
the case of any such Borrowing, the Borrowers shall not be entitled to select an Interest Period having duration of twelve months
unless, by 2:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender
notifies the Agent that such Lender will be providing funding for such Borrowing with such Interest Period (the failure of any
Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by such Lender to the requested
duration of such Interest Period); provided that, if any or all of the Lenders object to the requested duration of such Interest
Period, the duration of the Interest Period for such Borrowing shall be one, two, three or six months, as specified by the Borrower
requesting such Borrowing in the applicable Notice of Borrowing as the desired alternative to an Interest Period of twelve months;


(d)       whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last
day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day;


(e)       whenever
the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding
day in the calendar month that succeeds such initial calendar month by the number of months in such Interest Period, such Interest
Period shall end on the last Business Day of such succeeding calendar month; and


(f)       Interest
Periods of two months are not available for Borrowings denominated in Euro.


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated
and rulings issued thereunder.


“Issuing
Bank” means an Initial Issuing Bank or any Eligible Assignee to which a portion of the Letter of Credit Commitments hereunder
has been assigned pursuant to Section 9.07 so long as such Eligible Assignee expressly agrees to perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies
the Agent of its Applicable Lending Office (which information shall be recorded by the Agent in the Register), for so long as such
Initial Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.


“ITA”
means the UK Income Tax Act 2007.


“L/C
Cash Deposit Account” means an interest bearing cash deposit account to be established and maintained by the Agent, over
which the Agent shall have sole dominion and control, upon such terms as may be reasonably satisfactory to the Agent.


“L/C
Related Documents” has the meaning specified in Section 2.06(b)(i).




    9


     


    

“Lenders”
means the Initial Lenders, each Issuing Bank, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 or
Section 2.21 and each Person that shall become a party hereto pursuant to Section 9.07.


“Letter
of Credit” has the meaning specified in Section 2.01(b).


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


“Letter
of Credit Commitment” means, with respect to each Issuing Bank, the obligation of such Issuing Bank to issue Letters
of Credit for the account of the Borrowers in (a) the maximum aggregate Available Amount set forth opposite such Issuing Bank’s
name on Schedule I hereto under the caption “Letter of Credit Commitment” or (b) if such Issuing Bank has entered into
one or more Assignment and Assumptions, the amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant
to Section 9.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, in each case as such amount may
be reduced prior to such time pursuant to Section 2.05.


“Letter
of Credit Facility” means, at any time, an amount equal to the least of (a) the aggregate amount of the Issuing Banks’
Letter of Credit Commitments at such time, (b) $100,000,000 and (c) the aggregate amount of the Revolving Credit Commitments, as
such amount may be reduced at or prior to such time pursuant to Section 2.05.


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement intended
to provide security for the payment or performance of an obligation, including, without limitation, the lien or retained security
title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.


“Loan
Party” means each Borrower and the Guarantor.


“Material
Adverse Change” means any material adverse change in the business, financial condition, operations, performance or properties
of the Guarantor or the Guarantor and its Subsidiaries taken as a whole.


“Material
Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations, performance
or properties of the Guarantor or the Guarantor and its Subsidiaries taken as a whole, (b) the rights and remedies of the
Agent or any Lender under this Agreement or any Note or (c) the ability of any Loan Party to perform its obligations under
this Agreement or any Note.


“Material
Subsidiary” means (i) each Borrower, (ii) any Subsidiary of the Guarantor for which the assets or revenues of such Subsidiary
and its Subsidiaries, taken as a whole, comprise more than 5% of the assets or revenues, respectively, of the Guarantor and its
Subsidiaries, taken as a whole or (iii) any group of Subsidiaries that do not meet the requirements of clauses (i) and (ii) if
the aggregate assets and revenues of all such Subsidiaries and their Subsidiaries comprise more than 15% of the assets or revenues,
respectively, of the Guarantor and its Subsidiaries taken as a whole.


“Moody’s”
means Moody’s Investors Service, Inc.


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Guarantor or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.


“Multiple
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Guarantor or any ERISA Affiliate and at least one Person other than the Guarantor and the ERISA Affiliates
or (b) was so maintained and in respect of which the Guarantor or any ERISA Affiliate could have liability under Section 4064
or 4069 of ERISA in the event such plan has been or were to be terminated.




    10


     


    

“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
Lenders or all affected Lenders in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders.


“Non-Extending
Lender” has the meaning specified in Section 2.21(b).


“Note”
means a promissory note of a Borrower payable to a Lender, delivered pursuant to a request made under Section 2.16 in substantially
the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Advances
made by such Lender to such Borrower.


“Notice
of Borrowing” has the meaning specified in Section 2.02(a).


“Notice of
Issuance” has the meaning specified in Section 2.03(a).


“Patriot
Act” has the meaning specified in Section 9.16.


“Payment
Office” means, for any Committed Currency, such office of Citibank as shall be from time to time selected by the Agent
and notified by the Agent to the Borrowers and the Lenders.


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


“Permitted
Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required
to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations
that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings
that prevent the forfeiture or sale of the assets subject to such Lien; (c) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation or to secure public or statutory obligations or, in any such case, to secure
reimbursement obligations under letters of credit or bonds issued to support such obligations; and (d) easements, rights of
way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes.


“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association,
joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.


“Plan”
means a Single Employer Plan or a Multiple Employer Plan.


“Post-Petition
Interest” has the meaning specified in Section 7.05.


“Public
Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P or Moody’s,
as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Guarantor or, if either
such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For purposes
of the foregoing, (a) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin
and the Applicable Percentage shall be determined by reference to the available rating; (b) if neither S&P nor Moody’s
shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 6
under the definition of “Applicable Margin” or “Applicable Percentage”, as the case may be; (c) if
the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable
Percentage shall be based upon the higher rating unless such rating differs by two or more levels, in which case the applicable
level will be deemed to be one level above the lower of such levels; (d) if any rating established by S&P or Moody’s
shall be changed,




    11


     


    

such change shall be effective
as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P
or Moody’s shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by
S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case
may be.


“Ratable
Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator
of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Revolving Credit Commitments
shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of such Lender’s Advances)
and the denominator of which is the aggregate amount of all Revolving Credit Commitments at such time (or, if the Revolving Credit
Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the aggregate principal amount of all outstanding
Advances).


“Register”
has the meaning specified in Section 9.07(c).


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


“Required
Lenders” means at any time Lenders owed at least a majority in interest of the then aggregate unpaid principal amount
(based on the Equivalent in Dollars at such time) of the Advances owing to Lenders, or, if no such principal amount is then outstanding,
Lenders having at least a majority in interest of the Revolving Credit Commitments; provided that if any Lender shall be
a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time the Revolving
Credit Commitments of such Defaulting Lender at such time.


“Revolving
Credit Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on the
Schedule I hereto as such Lender’s “Revolving Credit Commitment”, (b) if such Lender has become a Lender hereunder
pursuant to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender has entered
into any Assignment and Assumption, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant
to Section 9.07(c), as such amount may be reduced or increased in accordance with the terms hereof.


“Revolving
Credit Facility” means, at any time, an amount equal to the aggregate amount of the Revolving Credit Commitments at such
time.


“S&P”
means S&P Global Ratings.


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the European Union, the
United Nations Security Council, the Australian Department of Foreign Affairs and Trade or Her Majesty’s Treasury of the
United Kingdom.


“Sanctioned
Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions.


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) any Person located,
organized or resident in a Sanctioned Country.


“SEC”
has the meaning specified in Section 5.01(h)(iv).


“Single
Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained
for employees of the Guarantor or any ERISA Affiliate and no Person other than the Guarantor and the ERISA Affiliates or (b) was
so maintained and in respect of which the




    12


     


    

Guarantor or any ERISA Affiliate
could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.


“SL
Scheme” means the Syndicated Loan Scheme as described in the Syndicated Loan Scheme Guidelines published by HM Revenue
& Customs and dated September 2010.


“Specified
Acquisition” means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any
fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall
be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).


“Sterling”
means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.


“Subordinated
Obligations” has the meaning specified in Section 7.05.


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding Voting Stock of such Person, (b) the interest in the capital or profits
of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is
at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries
or by one or more of such Person’s other Subsidiaries.


“Termination
Date” means the earlier of (a) February 14, 2025, subject to the extension thereof pursuant to Section 2.21 and (b) the
date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Termination
Date of any Lender that is a Non-Extending Lender to any requested extension pursuant to Section 2.21 shall be the Termination
Date in effect immediately prior to the applicable Anniversary Date for all purposes of this Agreement.


“Unissued
Letter of Credit Commitment” means, with respect to any Issuing Bank, the obligation of such Issuing Bank to issue Letters
of Credit for the account of the Borrowers in an amount equal to the excess of (a) the amount of its Letter of Credit Commitment
over (b) the aggregate Available Amount of all Letters of Credit issued by such Issuing Bank.


“Unused
Commitment” means, with respect to each Lender at any time, (a) such Lender’s Revolving Credit Commitment at such
time minus (b) the sum of (i) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender)
and outstanding at such time, plus (ii) such Lender’s Ratable Share of (A) the aggregate Available Amount of all the Letters
of Credit outstanding at such time and (B) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to
Section 2.03(c) that have not been ratably funded by such Lender and are outstanding at such time.


“VAT”
means (a) any tax imposed in compliance with the EU Council Directive of 28 November 2006 on the common system of value added tax
(EC Directive 2006/112), and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in
substitution for, or levied in addition to, such tax referred to in paragraph (a), or imposed elsewhere.


“Voting
Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.


SECTION 1.02. Computation
of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding”.




    13


     


    

SECTION 1.03. Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with U.S. generally accepted accounting
principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (“GAAP”),
provided that (a) if there is any change in GAAP from such principles applied in the preparation of the audited financial
statements referred to in Section 4.01(e) (“Initial GAAP”), that is material in respect of the calculation
of compliance with the covenants set forth in Section 5.02 or 5.03, the Guarantor shall give prompt notice of such change to the
Agent and the Lenders and (b) if the Guarantor notifies the Agent that the Guarantor requests an amendment of any provision hereof
to eliminate the effect of any change in GAAP (or the application thereof) from Initial GAAP (or if the Agent or the Required Lenders
request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such
change in GAAP (or the application thereof), then such provision shall be applied on the basis of such generally accepted accounting
principles as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision is amended in accordance herewith. Notwithstanding any other provision contained herein, all terms
of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein
shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities
of the Guarantor or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment
of indebtedness under Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such indebtedness in a reduced manner as described therein, and such indebtedness
shall at all times be valued at the full stated principal amount thereof. For the avoidance of doubt, all liabilities related to
operating leases, as defined by FASB ASC 842 (or any successor provision), are excluded from the definition of Debt and payments
related to operating leases are not included in interest expense in part or in whole.


SECTION 1.04. Divisions.
For all purposes under this Agreement, 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
and acquired on the first date of its existence by the holders of its equity interests at such time.


ARTICLE II


AMOUNTS AND TERMS OF
THE ADVANCES AND LETTERS OF CREDIT


SECTION 2.01. The
Advances and Letters of Credit. (a) The Advances. Each Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Advances to the Borrowers from time to time on any Business Day during the period from the Effective Date until
the Termination Date applicable to such Lender in an amount (based in respect of any Advances to be denominated in a Committed
Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing)
not to exceed such Lender’s Unused Commitment at such time. Each Borrowing under this Section 2.01(a) shall be in an amount
not less than the Borrowing Minimum or an integral multiple of the Borrowing Multiple in excess thereof and shall consist of Advances
of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Revolving Credit
Commitments. Within the limits of each Lender’s Revolving Credit Commitment, the Borrowers may borrow under this Section
2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).


(b)       Letters
of Credit. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, in reliance upon the agreements of
the other Lenders set forth in this Agreement, to issue letters of credit (each, a “Letter of Credit”) for the
account of any Borrower from time to time on any Business Day during the period from the Effective Date until 30 days before the
Termination Date applicable to such Issuing Bank in an aggregate Available Amount (i) for all Letters of Credit issued by each
Issuing Bank not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing
Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed an amount equal
to the Unused Commitments of the Lenders having a Termination Date no earlier than the expiration date of such Letter of Credit
at such time. No Letter of Credit shall have an expiration
date (including all rights of such Borrower or the beneficiary to require




    14


     


    

 renewal) later than 10 Business Days before the final
Termination Date. Within the limits referred to above, the Borrowers may from time to time request the issuance of Letters of Credit
under this Section 2.01(b). Each letter of credit listed on Schedule 2.01(b) shall be deemed to constitute a Letter of Credit
issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be deemed to
be an Issuing Bank for each such letter of credit, provided that any renewal or replacement of any such letter of credit shall
be issued by an Issuing Bank pursuant to the terms of this Agreement. The terms “issue”, “issued”, “issuance”
and all similar terms, when applied to a Letter of Credit, shall include any renewal or extension thereof or amendment thereto
that increases the Available Amount thereof or otherwise materially increases an Issuing Bank’s obligations thereunder.


SECTION 2.02. Making
the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later
than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in
the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y) 11:00 A.M. (New York City
time) on the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency
Rate Advances denominated in any Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the proposed Borrowing
in the case of a Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Agent, which shall give to each
Lender prompt notice thereof by telecopier or email. Each such notice of a Borrowing (a “Notice of Borrowing”)
shall be in writing, by telecopier or email, in substantially the form of Exhibit B hereto, specifying therein the requested
(i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing,
and (iv) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and currency for each
such Advance. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, make available
for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such
Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the Agent’s
address referred to in Section 9.02 or at the applicable Payment Office, as the case may be.


(b)       Anything
in subsection (a) above to the contrary notwithstanding, (i) the Borrowers may not select Eurocurrency Rate Advances
for any Borrowing if the aggregate amount of such Borrowing is less than the Borrowing Minimum or if the obligation of the Lenders
to make Eurocurrency Rate Advances for the requested currency shall then be suspended pursuant to Section 2.08 or 2.12 and
(ii) the Eurocurrency Rate Advances may not be outstanding as part of more than six separate Borrowings.


(c)       Each
Notice of Borrowing shall be irrevocable and binding on the Borrower requesting such Borrowing. In the case of any Borrowing that
the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower shall indemnify
each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when
such Advance, as a result of such failure, is not made on such date.


(d)       Unless
the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available
to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and such Borrower severally
agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the
date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case
of a Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost
of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, (A) the Federal Funds Rate in
the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case
of Advances denominated in Committed Currencies. If such Lender shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes
of this Agreement.




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(e)       The
failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.


SECTION 2.03. Issuance
of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall
be issued upon notice, given not later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date
of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by any
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent prompt notice thereof. Each such notice of issuance of
a Letter of Credit (a “Notice of Issuance”) shall be by telecopier or email, specifying therein the requested
(A) date of such issuance (which shall be a Business Day), (B) Available Amount and currency of such Letter of Credit,
(C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days before the final Termination
Date), (D) name and address of the beneficiary of such Letter of Credit and (E) form of such Letter of Credit. Such Letter
of Credit shall be issued pursuant to such application and agreement for letter of credit as such Issuing Bank may specify to the
applicable Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”).
If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its reasonable discretion, such Issuing Bank
will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the
Borrower requesting such issuance at its office referred to in Section 9.02 or as otherwise agreed with such Borrower in connection
with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this
Agreement, the provisions of this Agreement shall govern. For avoidance of doubt, but without limitation of the generality of the
foregoing, provisions relating to security interests, reimbursement or other payment obligations, interest or events of default
shall be deemed to be in conflict with this Agreement


(b)       Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the Available Amount thereof) and without
any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Ratable
Share of the Available Amount of such Letter of Credit. Each Borrower hereby agrees to each such participation. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account
of such Issuing Bank, such Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank
and not reimbursed by the applicable Borrower on the date made, or of any reimbursement payment required to be refunded to such
Borrower for any reason, which amount will be advanced, and deemed to be an Advance to such Borrower hereunder, regardless of the
satisfaction of the conditions set forth in Section 3.03. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit in accordance with the terms of this Agreement
or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments (except that the
participation of a Non-Extending Lender shall terminate on the Termination Date applicable to such Non-Extending Lender), and that
each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges
and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable
Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit Commitment is amended
pursuant to a Commitment Increase in accordance with Section 2.18, an assignment in accordance with Section 9.07 or otherwise pursuant
to this Agreement.


(c)       Drawing
and Reimbursement. The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the
applicable Borrower on the date made (the Borrowers having no obligation to reimburse such Issuing Bank on the date of such payment,
except to the extent, if any, that the sum of the amount of such drawing plus the outstanding principal amount of all Advances,
plus the remaining Available Amount of all outstanding Letters of Credit, would exceed the aggregate Revolving Credit Commitments
at such date) shall constitute for all purposes
of this Agreement the making by any such Issuing Bank of an Advance, which, in the case of a Letter of Credit denominated in Dollars,
shall be a Base Rate Advance, in the amount of such draft, or, in the case of a Letter of Credit denominated in a Committed Currency,
shall be a Base Rate Advance in the Equivalent amount of Dollars on the date such draft is paid, without regard to whether the
making of such an




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 Advance would exceed such Issuing Bank’s Unused Commitment. Each Issuing Bank shall give prompt notice
of each drawing under any Letter of Credit issued by it to the applicable Borrower and the Agent. Upon written demand by such Issuing
Bank, with a copy of such demand to the Agent and the applicable Borrower, each Lender shall pay to the Agent such Lender’s
Ratable Share of such outstanding Advance pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its obligation
to make Advances pursuant to this Section 2.03(c) in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence
and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer
such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business
Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M.
(New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such
demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Advance available
to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day
from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for
its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account
of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute an Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Advance made by such Issuing
Bank shall be reduced by such amount on such Business Day.


(d)       Letter
of Credit Reports. Each Issuing Bank shall furnish (A) to the Agent on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and
drawings during such month under all Letters of Credit and (B) to the Agent on the first Business Day of each calendar quarter
a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters
of Credit issued by such Issuing Bank.


(e)       Failure
to Make Advances. The failure of any Lender to make the Advance to be made by it on the date specified in Section 2.03(c) shall
not relieve any other Lender of its obligation hereunder to make its Advance on such date, but no Lender shall be responsible for
the failure of any other Lender to make the Advance to be made by such other Lender on such date.


SECTION 2.04. Fees.
(a) Facility Fee. The Borrowers agree to pay to the Agent for the account of each Lender a facility fee on the aggregate
amount of such Lender’s Revolving Credit Commitment from the Effective Date in the case of each Initial Lender and from the
effective date specified in the Assumption Agreement or in the Assignment and Assumption pursuant to which it became a Lender in
the case of each other Lender until the Termination Date applicable to such Lender at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December,
commencing March 31, 2020, and on the Termination Date applicable to such Lender; provided that no Defaulting Lender shall
be entitled to receive any facility fee in respect of its Revolving Credit Commitment for any period during which that Lender is
a Defaulting Lender (and the Borrowers shall not be required to pay such fee that otherwise would have been required to have been
paid to that Defaulting Lender), other than a facility fee, as described above, on the aggregate principal amount of Advances funded
by such Defaulting Lender outstanding from time to time.


(b)       Letter
of Credit Commissions.


(i) Each Borrower
shall pay to the Agent for the account of each Lender a commission on such Lender’s Ratable Share of the average daily aggregate
Available Amount of all Letters of Credit issued at the request of such Borrower and outstanding from time to time at a rate per
annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time during such calendar quarter,
payable in arrears quarterly on the last day of each March, June, September and December, commencing with the quarter ended March
31, 2020, and on the Termination Date applicable to such Lender; provided, that no Defaulting Lender shall be entitled to
receive any commission in respect of Letters of Credit for any period during which that Lender 




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is a Defaulting Lender (and the
Borrowers shall not be required to pay such commission to that Defaulting Lender but shall pay such commission as set forth in
Section 2.19); provided that the Applicable Margin shall be 2% above the Applicable Margin in effect upon the occurrence and during
the continuation of an Event of Default if the Borrowers are required to pay default interest pursuant to Section 2.07(b).


(ii)       Each
Borrower shall pay to each Issuing Bank for its own account a fronting fee on the aggregate Available Amount of all Letters of
Credit issued by such Issuing Bank at the request of such Borrower and outstanding from time to time during each calendar quarter
at a rate per annum equal to 0.125% payable in arrears quarterly on the third Business Day after the later of (a) receipt of an
invoice for the fronting fee or (b) the last day of each March, June, September and December, commencing with the quarter ended
March 31, 2020, and on the Termination Date applicable to such Issuing Bank payable upon demand.


(c)       Agent’s
Fees. The Borrowers shall pay to the Agent for its own account such fees as may from time to time be agreed between the Guarantor
and the Agent.


SECTION 2.05. Optional
Termination or Reduction of the Commitments. (a) Ratable Termination or Reduction. The Borrowers shall have the right,
upon at least five Business Days’ notice to the Agent, to terminate in whole or permanently reduce ratably in part the Unused
Revolving Credit Commitments or the Unissued Letter of Credit Commitments of the Lenders, provided that each partial reduction
shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.


(b)       Termination
of Defaulting Lender. The Borrowers may terminate the Unused Commitment of any Lender that is a Defaulting Lender (determined
after giving effect to any reallocation of participations in Letters of Credit as provided in Section 2.19) upon prior notice of
not less than one Business Day to the Agent (which shall promptly notify the Lenders thereof), and in such event the provisions
of Section 2.19(e) shall apply to all amounts thereafter paid by any Borrower for the account of such Defaulting Lender under this
Agreement (whether on account of principal, interest, facility fees, Letter of Credit commissions or other amounts), provided that
(i) no Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of
any claim any Borrower, the Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.


SECTION 2.06. Repayment
of Advances and Letter of Credit Drawings. (a) The Borrowers shall repay to the Agent for the ratable account of each Lender
on the Termination Date applicable to such Lender the aggregate principal amount of the Advances then outstanding.


(b)       The
applicable Borrower’s obligation to reimburse under any Letter of Credit Agreement and any other agreement or instrument
relating to any Letter of Credit (subject to Section 2.03(a)) shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument
under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment
by such Borrower is without prejudice to, and does not constitute a waiver of, any rights such Borrower might have or might acquire
as a result of the payment by any Lender of any draft or the reimbursement by such Borrower thereof):


(i)       any
lack of validity or enforceability of this Agreement, any Note, any Letter of Credit Agreement, any Letter of Credit or any other
agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);


(ii)       any
change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of such Borrower in respect
of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related
Documents;



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(iii)       the
existence of any claim, set-off, defense or other right that such Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing
Bank, any Agent, any Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents
or any unrelated transaction;


(iv)       any
statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;


(v)       payment
by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit;


(vi)       any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of such Borrower in respect of the L/C Related Documents; or


(vii)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any
other circumstance that might otherwise constitute a defense available to, or a discharge of, such Borrower or a guarantor.


SECTION 2.07. Interest
on Advances. (a) Scheduled Interest. The Borrowers shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per
annum:


(i)       Base
Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of
(x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate
Advance shall be Converted or paid in full.


(ii)       Eurocurrency
Rate Advances. During such periods as such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during
each Interest Period for such Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Advance plus
(y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if
such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three
months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in
full.


(b)       Default
Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Agent may,
and upon the request of the Required Lenders shall, require the Borrowers to pay interest (“Default Interest”)
on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i)
or (a)(ii) above, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such
Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount
shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal
at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i)
above; provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue
and be payable hereunder whether or not previously required by the Agent.


SECTION 2.08. Interest
Rate Determination. (a) The Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii).




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(b)       If,
with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Agent that (i) they are unable to obtain matching
deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a
Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing during its Interest Period or (ii) the
Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making,
funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify
the applicable Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period
therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert
such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency,
either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances
into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances
in the affected currency shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing
such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable
Borrower may elect, by notice to the Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods
of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin
plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever
means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Agent
and the applicable Borrower as soon as practicable (but in any event not later than ten Business Days after the first day of such
Interest Period).


(c)       If
any Borrower shall fail to select the duration of any Interest Period in accordance with the provisions contained in the definition
of “Interest Period” in Section 1.01 for any Eurocurrency Rate Advances made to it, the Agent will forthwith so
notify such Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period
therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if
such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged for an Equivalent amount of Dollars and Convert
into Base Rate Advances.


(d)       On
the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing shall be reduced,
by payment or prepayment or otherwise, to less than the Borrowing Minimum, such Advances shall automatically Convert into Base
Rate Advances.


(e)       Upon
the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance
will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances
are denominated in Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated
in any Committed Currency, be exchanged for an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.


(f)       If
the applicable Bloomberg screen (or any successor to or substitute for Bloomberg, providing rate quotations comparable to those
currently provided by Bloomberg, as determined by the Agent from time to time for purposes of providing quotations of interest
rates applicable to deposits in Dollars or Sterling, as applicable, by reference to the ICE Benchmark Administration Settlement
Rates for deposits in Dollars or Sterling, as applicable) or the applicable Bloomberg screen (or any successor to or substitute
for Bloomberg, providing rate quotations comparable to those currently provided by Bloomberg, as determined by the Agent from time
to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation
of the European Union Settlement Rates for deposits in Euro), as applicable, is unavailable for determining the Eurocurrency Rate
for any Eurocurrency Rate Advances,



(i)       the
Agent shall forthwith notify the Borrowers and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate
Advances,


(ii)       with
respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period
therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and






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(B) if
such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically
exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate
Advance, will continue as a Base Rate Advance), and


(iii)       the
obligation of the Lenders to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended
until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.


SECTION 2.09. Optional
Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M.
(New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions
of Sections 2.08 and 2.12, Convert all or any portion of the Advances made to such Borrower denominated in Dollars of one
Type comprising the same Borrowing into Advances denominated in Dollars of the other Type; provided, however, that any Conversion
of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency
Rate Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum
amount specified in Section 2.02(b) and no Conversion of any Advances shall result in more separate Borrowings than permitted
under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if such Conversion is into Eurocurrency
Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable
and binding on the applicable Borrower.


SECTION 2.10. Prepayments
of Advances. (a)  Optional. Each Borrower may, upon notice at least two Business Days prior to the date of such
prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment,
in the case of Base Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower giving such notice shall, prepay the outstanding principal amount of the Advances comprising
part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of not less than
the Borrowing Minimum or an integral multiple of the Borrowing Multiple in excess thereof and (y) in the event of any such
prepayment of a Eurocurrency Rate Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 9.04(c).


(b)       Mandatory.


(i) If, on any
date, the Agent notifies the Borrowers that, on any interest payment date, the sum of (A) the aggregate principal amount of all
Advances denominated in Dollars then outstanding plus (B) the aggregate Available Amount of all Letters of Credit denominated in
Dollars then outstanding plus (C) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment
date) of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding plus (D) the Equivalent
in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate Available Amount of all
Letters of Credit denominated in Committed Currencies then outstanding exceeds 103% of the aggregate Revolving Credit Commitments
of the Lenders on such date, the Borrowers shall, as soon as practicable and in any event within two Business Days after receipt
of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances
owing by the Borrowers in an aggregate amount sufficient to reduce such sum to
an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date together with any interest
accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal
amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment,
the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall
be deferred until the next succeeding last day of an Interest Period of outstanding Eurocurrency Rate




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 Advances in an aggregate
amount equal to the excess of such required prepayment. The Agent shall give prompt notice of any prepayment required under this
Section 2.10(b) to the Borrowers and the Lenders, and shall provide prompt notice to the Borrowers of any such notice of required
prepayment received by it from any Lender.


(ii)       Each
prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment
on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance on a date other than the last
day of an Interest Period or at its maturity, any additional amounts which the applicable Borrower shall be obligated to reimburse
to the Lenders in respect thereof pursuant to Section 9.04(c). The Agent shall give prompt notice of any prepayment required under
this Section 2.10(b) to the Borrowers and the Lenders.


SECTION 2.11. Increased
Costs. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or any governmental
rule, policy, guideline, directive or regulation after the date hereof, or (ii) the compliance with any guideline or request
issued after the date hereof from any central bank or other governmental authority including, without limitation, any agency of
the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any
increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances or agreeing
to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such
increased costs resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 2.14 shall govern), (ii) changes in the
basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under
the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof and (iii)
any withholding Taxes imposed under FATCA), then the Borrowers shall from time to time, upon demand by such Lender (with a copy
of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrowers and the Agent
by such Lender, shall be conclusive and binding for all purposes, absent manifest error.


(b)       If
any Lender determines that compliance with any law or any governmental rule, policy, guideline, directive or regulation or any
guideline or request taking effect or issued after the date hereof from any central bank or other governmental authority (whether
or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained
by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based
upon the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and other
commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrowers shall pay to
the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase
in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as
to such amounts submitted to the Borrowers and the Agent by such Lender shall be conclusive and binding for all purposes, absent
manifest error.


(c)       Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section
2.11 for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrowers
of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation
therefor; provided further that, if the circumstances giving rise to such increased costs or reductions cause such increased costs or reductions
to be retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.



(d)       For
the avoidance of doubt and notwithstanding anything herein to the contrary, for the purposes of this Section 2.11, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives
by a governmental authority thereunder or issued by a governmental authority in connection therewith (whether or not having the
force of law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for
International Settlements, the 



    22


     


    


Basel Committee on Banking Supervision (or any successor or similar authority ) or the United States
or foreign regulatory authorities (whether or not having the force of law), in case for this clause (ii) pursuant to Basel III,
shall in each case be deemed to be a change in law regardless of the date enacted, adopted, issued, promulgated or implemented.


SECTION 2.12. Illegality.
Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts
that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency
Rate Advances in Dollars or any Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed
Currency hereunder, (a) (i) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance
and (ii) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount
of Dollars and be Converted into a Base Rate Advance and (b) the obligation of the Lenders to make Eurocurrency Rate Advances
in the affected currency or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify
the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that before making
any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions)
to designate a different Eurocurrency Lending Office if the making of such a designation would allow such Lender or its Eurocurrency
Lending Office to continue to perform its obligations to make such Eurocurrency Rate Advances or to continue to fund or maintain
such Eurocurrency Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.


SECTION 2.13. Payments
and Computations. (a) The Borrowers shall make each payment hereunder (except with respect to principal of, interest on, and
other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s
Account in same day funds. The Borrowers shall make each payment hereunder with respect to principal of, interest on, and other
amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later
than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the
Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause
to be distributed like funds relating to the payment of principal, interest, fees or commissions ratably (other than amounts payable
pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a
Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant
to Section 2.21, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information
contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the case may be, the Agent
shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby
to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein
in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Assumption,
the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.


(b)       Each
Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under
the Note held by such Lender, to charge from time to time against any or all of such Borrower’s accounts with such Lender
any amount so due.



(c)       All
computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of facility fees and Letter
of Credit commissions shall be made by the Agent on the basis of a year of 360 days (or, in each case of Advances denominated in
Committed Currencies where market practice differs, in accordance with market practice), in each case for the actual number of
days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions
are payable. 



    23


     


    

Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.


(d)       Whenever
any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of
interest, fee or commission, as the case may be; provided, however, that, if such extension would cause payment of interest on
or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next
preceding Business Day.


(e)       Unless
the Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Lenders
hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment
in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrower shall not have so
made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the
cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies.


(f)       To
the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement
or any Note in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Lenders
in accordance with the terms of this Section 2.13, the Agent shall be entitled to convert or exchange such funds into Dollars or
into a Committed Currency, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of
this Section 2.13; provided that each Borrower and each of the Lenders hereby agree that the Agent shall not be liable or responsible
for any loss, cost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies
affected pursuant to this Section 2.13(f) or as a result of the failure of the Agent to effect any such conversion or exchange;
and provided further that the Borrowers agree to indemnify the Agent and each Lender, and hold the Agent and each Lender harmless,
for any and all losses, costs and expenses incurred by the Agent or any Lender for any conversion or exchange of currencies (or
the failure to convert or exchange any currencies) in accordance with this Section 2.13(f).


SECTION 2.14. Taxes.
(a) Except as required by applicable law, any and all payments by any Loan Party to or for the account of any Lender or the
Agent hereunder or under the Notes or any other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto
(all such taxes, levies, imposts, deductions, charges, withholdings imposed by any governmental authority and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If any Loan
Party or the Agent, as the case may be, shall be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note or any other documents to be delivered hereunder to any Lender or the Agent, (i) if such Tax
is an Indemnified Tax, the sum payable shall be increased as may be necessary so that after making all required deductions
for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this
Section 2.14) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Loan Party or the Agent, as the case may be, shall make such deductions and
(iii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law. For purposes of this Agreement, “Indemnified Taxes” shall mean any Taxes
other than (w) Taxes imposed on or measured by overall net income, overall gross income, profits, gains or branch
profits and franchise taxes imposed on it in lieu of net income taxes, in each case, imposed by the jurisdiction under the
laws of which such Lender or the Agent (as the case may be) is organized (or any political subdivision thereof), imposed as a
result of a present or former connection between such Lender or the Agent (as the case may be) and the jurisdiction imposing
such Tax (other than connections arising from such Lender or the Agent (as the case may be) 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 this Agreement or



    24


     


    

the Notes or enforced any rights under this Agreement or the Notes, or sold or assigned an interest in any rights or obligations
hereunder or under any Note) and, in the case of each Lender, imposed by the jurisdiction of such Lender’s Applicable Lending
Office or any political subdivision thereof, (x) in respect of amounts payable by OCI, United States federal withholding Taxes
imposed on amounts payable to or for the account of such Lender or the Agent (as the case may be) pursuant to a law in effect (i)
on the date on which such person becomes a party hereto or acquires its interest in any Commitment or Advance to OCI (including
any Note payable by OCI) (other than pursuant to an assignment request by OCI under Section 2.20) or (ii) in the case of a Lender,
on the date such Lender changes its Applicable Lending Office, except in each case to the extent that amounts with respect to such
Taxes were payable either to such person’s assignor immediately before such person became a party hereto or to such Lender
immediately before it changed its Applicable Lending Office, (y) Taxes attributable to the failure of such Lender or the Agent
(as the case may be) to comply with Sections 2.14(e) and 2.14(f) and (z) any withholding Taxes imposed under FATCA.


(b)       In
addition, the Borrowers shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or under the Notes or any other documents to be delivered hereunder
or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes
or any other documents to be delivered hereunder other than any such Other Taxes that arise in relation to any assignment or transfer
by a Lender of its rights or obligations hereunder (except where such assignment or transfer is at the written request of the Borrowers)
(hereinafter referred to as “Other Taxes”).


(c)       Subject
to Sections 2.14(e) and 2.14(f), the Borrowers shall indemnify each Lender and the Agent for and hold it harmless against the full
amount of Indemnified Taxes or Other Taxes (including, without limitation, Indemnified Taxes and Other Taxes imposed or asserted
by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the case
may be) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor
setting forth in reasonable detail the basis for such claim.


(d)       Within
45 days after the date of any payment of Taxes, the applicable Loan Party shall furnish to the Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing such payment to the extent such a receipt is issued
therefor, or other written proof of payment thereof that is reasonably satisfactory to the Agent. For purposes of this subsection
(d) and subsection (e), the terms “United States” and “United States person” shall have the
meanings specified in Section 7701 of the Internal Revenue Code.


(e)       Any
Lender making Advances to OCI that is entitled to an exemption from or reduction of withholding tax with respect to payments
made hereunder or under any Note shall deliver to OCI and the Agent, at the time or times reasonably requested by OCI or the
Agent, such properly completed and executed documentation reasonably requested by OCI or the 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 OCI or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by OCI or
the Agent as will enable OCI or the Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 2.14(e)(ii)(A) and (ii)(B)
and Section 2.14(e)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender. Without limiting the generality of the foregoing, in respect of any Lender making
Advances to OCI:

(i)        Each
Lender that is a United States Person shall deliver to OCI and the Agent, on or prior to the date of its execution and delivery
of this Agreement in the case of each Initial Lender and on the date of the Assumption Agreement or the Assignment and Assumption
pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested
in writing by OCI (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and OCI with
executed originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;




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(ii)       Each
Lender that is not a United State person, on or prior to the date of its execution and delivery of this Agreement in the case of
each Initial Lender and on the date of the Assumption Agreement or the Assignment and Assumption pursuant to which it becomes a
Lender in the case of each other Lender, and from time to time thereafter as reasonably requested in writing by OCI (but only so
long as such Lender remains lawfully able to do so), shall provide each of the Agent and OCI with whichever of the following is
applicable:


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


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


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


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


(iii) Any Lender
that is not a United States person shall, to the extent it is legally entitled to do so, deliver to OCI and the Agent (in such
number of copies as shall be requested by the recipient) 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 OCI or the Agent), executed originals of any other form
prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax, duly
completed, together with such supplementary documentation as may be prescribed by applicable law to permit OCI or the Agent to
determine the withholding or deduction required to be made.


(iv)       If
a payment made to a Lender hereunder or under any Note would be subject to United States federal withholding tax imposed by
Sections 1471(a) and 1472(a) of the Internal Revenue Code if such Lender were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or Section 1472(b) of the Internal Revenue Code, as
applicable, and the regulations thereunder), such Lender shall deliver to OCI and the Agent, at the time or times prescribed
by law and at such time or times reasonably requested by OCI or the Agent, such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by OCI or the Agent as may be necessary for the Borrowers or the Agent to comply with its obligations
under FATCA, 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 Section 2.14(e)(iv), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.






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(v)       On
or before the date the Agent (or any successor or replacement Agent) becomes the Agent hereunder, it shall deliver to OCI two duly
executed copies of either (i) IRS Form W-9 (or any successor forms) certifying that it is exempt from United States federal backup
withholding tax or (ii) a United States branch withholding certificate on IRS Form W-8IMY (or any successor forms) evidencing its
agreement with the OCI to be treated as a U.S. Person (with respect to amounts received on account of any Lender) and IRS Form
W-8ECI (or any successor forms) (with respect to amounts received on its own account), with the effect that, in either case, OCI
will be entitled to make payments hereunder to the Agent without withholding or deduction on account of United States federal withholding
Tax. The Agent 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.


(f)       Each
Lender agrees that if any form or certification it previously delivered pursuant to Section 2.14(e) expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify OCI and the Agent in writing of its
legal inability to do so. Notwithstanding anything to the contrary herein, for any period with respect to which a Lender has failed
to provide OCI with the appropriate form, certificate or other document described in Section 2.14(e), such Lender shall not
be entitled to a gross-up or indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the United States
by reason of such failure, including any United States federal withholding tax imposed as a result of a failure to satisfy the
applicable requirements of FATCA; provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form, certificate or other document required hereunder, the Borrowers shall take such steps as the Lender
shall reasonably request to assist the Lender to recover such Taxes.


(g)       In
respect of Advances to OFL, each Lender shall designate an Applicable Lending Office that is beneficially entitled to
interest under such Advances and that, on the date of this Agreement or (in the case of any Person that becomes a Lender
hereunder by means of an assignment or transfer) on the date such Lender becomes a party hereto is (i) a bank (as defined for
the purpose of section 879 of the ITA) making an advance under any Credit Document and is within the charge to United Kingdom
corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as
respects such payment apart from section 18A of the CTA; or (ii) in respect of an advance made under a Credit Document by a
person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and
within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or
(iii) resident in a country with which the United Kingdom has a double taxation agreement which makes provision for full
exemption from United Kingdom taxation on interest payable by OFL pursuant to this Agreement and does not carry on business
in the United Kingdom through a permanent establishment with which the payment is effectively connected (each such Person
which is so resident being hereinafter in this Section 2.14 referred to as a “Treaty Lender”); or (iv) a
company resident in the United Kingdom, or a partnership each member of which is a company resident in the United Kingdom for
United Kingdom tax purposes; or (v) a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which is required to bring into account interest payable to it by OFL pursuant
to this Agreement in computing its chargeable profits for the purposes of Section 19 of the CTA. If, on the date on which any
interest payment falls due, any Lender does not or ceases to comply with, or is not a Person who falls within, clause (i),
(ii), (iii) (iv) or (v) above other than by reason of any change after the date of this Agreement or (in the case of any
Person that becomes a Lender hereunder by means of an assignment or transfer) on the date such Lender becomes a party hereto
in (or in the interpretation, administration or application of) any law or double taxation agreement or any published
practice or concession of any relevant taxing authority, the Borrowers shall not be required to compensate such Lender under
Section 2.14(a) or 2.14(c) for the amount of Taxes imposed by the United Kingdom in consequence. Subject to Section
2.14(h)(i) below, any Lender that is a Treaty Lender shall promptly cooperate in completing any procedural formalities (and
OFL shall cooperate with respect to the same) necessary for OFL to obtain authorization to make interest payments without
deduction for United Kingdom income tax. The Borrowers shall not be required to compensate any Lender that is a Treaty Lender
under Section 2.14(a) or 2.14(c) for any withholding or deduction for or on account of United Kingdom income tax from
interest payments if such withholding or deduction is required as a result of the failure of such Lender to comply with its
cooperation obligation in the preceding sentence (other than a failure that is attributable to the failure by OFL to comply
with its obligations in the preceding sentence). Furthermore, the Borrowers shall not be required to compensate any Lender to
whom clauses (iv) or (v) above is relevant under Section 2.14(a) or 2.14(c) for any withholding or deduction for or on
account of United Kingdom income tax from interest payments if: (x) an officer of H.M. Revenue & Customs has given (and
not revoked) a direction (a






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"Direction") under section 931 of the ITA which relates to the payment and that Lender has received from the
OFL a certified copy of that Direction, and the payment could have been made to the Lender without any Tax Deduction if that Direction
had not been made, (y) the relevant Lender has not given to OFL a written confirmation that the person beneficially entitled to
interest payable to that Lender by OFL falls within clauses (iv) or (v) above, and the payment could have been made to the Lender
without any withholding or deduction for or on account of United Kingdom income tax if the Lender had given such written confirmation
to OFL, on the basis that the confirmation would have enabled OFL to have formed a reasonable belief that the payment was an "excepted
payment" for the purpose of section 930 of the ITA.


(h)       (i)
A Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme which becomes a party to this Agreement, and which
wishes that scheme to apply to an Advance made available to OFL under this Agreement, shall include an indication to that effect
by including its scheme reference number and its jurisdiction of tax residence in its Administrative Questionnaire (for the benefit
of the Agent and without liability to any Borrower). If such Treaty Lender includes the indication described above then OFL shall
file a duly completed form DTTP2 in respect of such Treaty Lender with HM Revenue & Customs within 30 days of the date of the
amendment and restatement of this Agreement, the Assumption Agreement, or the Assignment and Assumption (as the case may be) (as
shall any other relevant United Kingdom Borrower within 30 days of that Borrower becoming party to this Agreement). If a Lender
has not indicated that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement as per the above then no Borrower
shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Advances. For the avoidance of doubt,
nothing in this Section 2.14 shall require a Treaty Lender to (x) register under the HMRC DT Treaty Passport scheme; (y) apply
the HMRC DT Treaty Passport scheme to any Advance if it has so registered or (z) file any forms relating to any double taxation
agreement with the United Kingdom if it has indicated that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement
in accordance with the above and the relevant Borrower has not complied with its obligations under this Section 2.14(h)(i).


(ii)
Each Treaty Lender irrevocably appoints the Agent to act as syndicate manager under, and authorizes the Agent to operate, and
take any action necessary or desirable under, the SL Scheme in connection with any Borrowing hereunder. Each Treaty Lender
shall cooperate with the Agent in completing any procedural formalities necessary under the SL Scheme, and shall promptly
supply to the Agent such information as the Agent may request in connection with the operation of the SL Scheme. Each Treaty
Lender without limiting the liability of any Borrower under this Agreement, shall, within five Business Days of demand,
indemnify the Agent for any liability or loss incurred by the Agent as a result of the Agent acting as syndicate manager
under the SL Scheme in connection with the Treaty Lender’s participation in any Borrowing (except to the extent that
the liability or loss arises directly from the Agent’s gross negligence or willful misconduct). Each Treaty Lender
shall, within five Business Days of demand, indemnify each Borrower for any Tax which such Borrower becomes liable to pay in
respect of any payments made to such Treaty Lender arising as a result of any incorrect information supplied by such Treaty
Lender which results in a provisional authority issued by HM Revenue and Customs under the SL Scheme being withdrawn. Each
Borrower acknowledges that it is fully aware of its contingent obligations under the SL Scheme and shall (i) promptly inform
the Agent of all actions required to be performed by the Agent under the SL Scheme, (ii) promptly supply to the Agent such
information as the Agent may request in connection with the operation of the SL Scheme; and (iii) act in accordance with any
provisional notice issued by HM Revenue and Customs under the SL Scheme. The Agent agrees to provide, as soon as reasonably
practicable, a copy of any provisional authority issued to it under the SL Scheme in connection with any Borrowing to those
Borrowers specified in such provisional authority. Each of the Borrowers, the Treaty Lenders and the Agent acknowledges that
the Agent: (i) is entitled to rely completely upon information provided to it in connection with this clause; (ii) is not
obliged to undertake any inquiry into the accuracy of such information nor into the status of the Treaty Lender or, as the
case may be, Borrower providing such information; and (iii) shall have no liability to any Person for the accuracy of any
information it submits to HM Revenue and Customs in connection with this clause.

(i)       If
the Agent or any Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any Indemnified
Taxes or Other Taxes (including by virtue of a credit or offset of such Indemnified Taxes or Other Taxes) as to which it has been
indemnified by a Borrower or with respect to which a




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Borrower has made a gross-up payment under Section 2.14(a) or 2.14(c), it
shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or gross-up paid,
by such Borrower under this Section 2.14 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net
of all reasonable out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than any
interest paid by the relevant governmental authority with respect to such refund), provided that such Borrower upon the request
of the Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges
imposed by the relevant governmental authority) to the Agent or such Lender if the Agent or such Lender is required to repay such
refund to such governmental authority. This Section 2.14(i) shall not be construed to require the Agent or any Lender to make available
its tax returns (or any other information relating to its taxes that it deems confidential) to a Borrower or any other Person.


(j)       VAT


(i) All amounts
expressed to be payable under this Agreement or the Notes by any Loan Party to the Agent or a Lender which (in whole or in part)
constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that
supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by the Agent or Lender
under this Agreement or the Notes and the Agent or such Lender, as applicable, is required to account to the relevant tax authority
for the VAT, that Loan Party must pay to the Agent or such Lender (in addition to and at the same time as paying any other consideration
for such supply) an amount equal to the amount of the VAT (and such Agent or Lender, as applicable, must promptly provide an appropriate
VAT invoice to that Loan Party).


(ii) If VAT
is or becomes chargeable on any supply made by the Agent or any Lender (the “Supplier”) to the Agent or any other Lender
(the “Recipient”) under this Agreement or the Notes, and any party hereto other than the Recipient (the “Relevant
Party”) is required by the terms of this Agreement or the Notes to pay an amount equal to the consideration for that supply
to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):


(A) (where the
Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier
(at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph
(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant
tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and


(B) (where the
Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following
demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that
the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of
that VAT.


(iii)
Where this Agreement requires any Loan Party to reimburse or indemnify the Agent or a Lender for any cost or expense, that
Loan Party shall reimburse or indemnify (as the case may be) the Agent or such Lender, as applicable, for the full amount of
such cost or expense, including such part thereof as represents VAT, save to the extent that the Agent or such Lender
reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.


(iv) Any reference
in this Section 2.14(j) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes,
include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at
such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994 of the United
Kingdom or any substantially similar concept in the case of a group for non-United Kingdom VAT purposes).




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(v) In relation
to any supply made by the Agent or a Lender to any Loan Party under this Agreement, if reasonably requested by the Agent or such
Lender, that Loan Party must promptly provide the Agent or such Lender with details of that Loan Party's VAT registration and such
other information as is reasonably requested in connection with the Agent’s or such Lender’s VAT reporting requirements
in relation to such supply.


SECTION 2.15. Sharing
of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Advances owing to it (other than as payment of an Advance made by an Issuing Bank pursuant
to the first sentence of Section 2.03(c), to the extent that the unreimbursed amount of such Advance exceeds the applicable Issuing
Bank’s Ratable Share of the initial amount of such Advance, or pursuant to Section 2.11, 2.14, 2.19 or 9.04(c)) in excess
of its Ratable Share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from
the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.


SECTION 2.16. Evidence
of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder in respect of Advances made to such Borrower. The Borrowers
agree that upon notice by any Lender to the Borrowers (with a copy of such notice to the Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing
to, or to be made by, such Lender, the Borrowers shall promptly execute and deliver to such Lender a Note payable to such Lender
in a principal amount up to the Revolving Credit Commitment of such Lender.


(b)       The
Register maintained by the Agent pursuant to Section 9.07(c) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type
of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption
Agreement and each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due
and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum received by
the Agent from each Borrower hereunder and each Lender’s share thereof.


(c)       Entries
made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and
payable or to become due and payable from each Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the
Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of any Borrower under this Agreement.






SECTION 2.17. Use
of Proceeds. The proceeds of the Advances shall be available (and each Borrower agrees that it shall use such proceeds) solely
for general corporate purposes of the Borrowers and their Subsidiaries, including, without limitation, to fund acquisitions otherwise
not prohibited hereunder.


SECTION 2.18. Increase
in the Aggregate Commitments. (a) The Guarantor may, at any time but in any event not more than once in any calendar year prior
to the final Termination Date, by notice to the Agent,



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request that the aggregate amount of the Revolving Credit Commitments be
increased by an amount of $10,000,000 or an integral multiple thereof (each a “Commitment Increase”) to be effective
as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect and not less than three Business
Days after the date of such notice (the “Increase Date”) as specified in the related notice to the Agent; provided,
however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $3,000,000,000 and
(ii) on the date of any request by the Guarantor for a Commitment Increase and on the related Increase Date the applicable conditions
set forth in Article III shall be satisfied.


(b)       The
Agent shall promptly notify the Lenders of a request by the Guarantor for a Commitment Increase, which notice shall include (i)
the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders
wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit
Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment
Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or
prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Lenders notify
the Agent that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount
that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders
willing to participate therein in such amounts as are agreed between the Guarantor and the Agent.


(c)       Promptly
following each Commitment Date, the Agent shall notify the Guarantor as to the amount, if any, by which the Lenders are willing
to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in
any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Guarantor
may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has
not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving
Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof.


(d)       On
each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance
with Section 2.18(b) (each such Eligible Assignee, and each Eligible Assignee that becomes a Lender in accordance with Section
2.21, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving
Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by
the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided,
however, that the Agent shall have received on or before such Increase Date the following, each dated such date:


(i)       (A)
certified copies of resolutions of the Board of Directors of each Loan Party approving the Commitment Increase and (B) an opinion
of counsel for the Loan Parties (which may be in-house counsel), in form and substance reasonably acceptable to the Agent and the
Lenders;

(ii)       an
assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Guarantor and the Agent (each
an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Guarantor; and


(iii)       confirmation
from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Guarantor and the
Agent.


On each Increase Date,
upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the Loan Parties, on or before 1:00 P.M. (New York City time),
by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register
the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and
each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable
Lending Office to the Agent at the Agent’s Account, in same day funds, in the case of such



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Assuming Lender, an amount equal
to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment
as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase)
and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion
of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving
Credit Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s
ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect
to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the
relevant Commitment Increase)). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming
Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective
Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the outstanding Advances owing to
each Lender after giving effect to such distribution equals such Lender’s ratable portion of the Borrowings then outstanding
(calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding
after giving effect to the relevant Commitment Increase).


SECTION 2.19. Defaulting
Lenders. (a)  If any Letters of Credit are outstanding at the time a Lender becomes a Defaulting Lender, and the
Commitments have not been terminated in accordance with Section 6.01, then:


(i)       so
long as no Default has occurred and is continuing, all or any part of the Available Amount of outstanding Letters of Credit shall
be reallocated among the Lenders that are not Defaulting Lenders (“non-Defaulting Lenders”) in accordance with
their respective Ratable Shares (disregarding any Defaulting Lender’s Revolving Credit Commitment) but only to the extent
that the sum of (A) the aggregate principal amount of all Advances made by such non-Defaulting Lenders (in their capacity
as Lenders) and outstanding at such time, plus (B) such non-Defaulting Lenders’ Ratable Shares (before giving effect to the
reallocation contemplated herein) of the Available Amount of all outstanding Letters of Credit, plus (C) the aggregate principal
amount of all Advances made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such non-Defaulting
Lenders and outstanding at such time, plus (D) such Defaulting Lender’s Ratable Share of the Available Amount of such Letters
of Credit, does not exceed the total of all non-Defaulting Lenders’ Revolving Credit Commitments and the respective revolving
extensions of credit of each non-Defaulting Lender do not exceed such non-Defaulting Lender’s Revolving Credit Commitment.


(ii)       if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one
Business Day following notice by any Issuing Bank, cash collateralize such Defaulting Lender’s Ratable Share of the
Available Amount of such Letters of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) by
paying cash collateral to such Issuing Bank; provided that, so long as no Default shall be continuing, such cash collateral
shall be released promptly upon the earliest of (A) the reallocation of the Available Amount of outstanding Letters of Credit
among non-Defaulting Lenders in accordance with clause (i) above, (B) the termination of the Defaulting Lender status of the
applicable Lender or (C) such Issuing Bank’s good faith determination that there exists excess cash collateral (in
which case, the amount equal to such excess cash collateral shall be released);


(iii)       if
the Ratable Shares of Letters of Credit of the non-Defaulting Lenders are reallocated pursuant to this Section 2.19(a), then the
fees payable to the Lenders pursuant to Section 2.04(b)(i) shall be adjusted in accordance with such non-Defaulting Lenders’
Ratable Shares of Letters of Credit;


(iv)       if
any Defaulting Lender’s Ratable Share of Letters of Credit is neither cash collateralized nor reallocated pursuant to this
Section 2.19(a), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all Letter of Credit
fees payable under Section 2.04(b)(i) with respect to such Defaulting Lender’s Ratable Share of Letters of Credit shall be
payable to the applicable Issuing Bank until such Defaulting Lender’s Ratable Share of Letters of Credit is cash collateralized
and/or reallocated; and



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(v)       to
the extent that the Available Amount of any outstanding Letter of Credit is cash collateralized by the Borrowers pursuant to this
Section 2.19, the Borrowers shall not be required to pay any commission otherwise payable pursuant to Section 2.04(b)(i) on that
portion of the Available Amount that is so cash collateralized.


(b)       So
long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless
it is satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the applicable Borrower, and participating interests in any such newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(a)(i) (and Defaulting
Lenders shall not participate therein).


(c)       No
Revolving Credit Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided
in this Section 2.19, performance by the Borrowers of their obligations shall not be excused or otherwise modified as a result
of the operation of this Section 2.19. The rights and remedies against a Defaulting Lender under this Section 2.19 are in addition
to any other rights and remedies which the Borrowers, the Agent, any Issuing Bank or any Lender may have against such Defaulting
Lender.


(d)       If
the Borrowers, the Agent and each Issuing Bank agree in writing in their reasonable determination that a Defaulting Lender should
no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date
specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash
collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Advances of the other Lenders or
take such other actions as the Agent may determine to be necessary to cause the Advances and funded and unfunded participations
in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Ratable Share (without giving effect
to Section 2.19(a)), 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; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender
to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been
a Defaulting Lender.


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any payment of principal, interest, facility fees, Letter of Credit
commissions or other amounts received by the Agent for the account of any Defaulting Lender under this Agreement (whether
voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) shall be applied at such time or times as may be
determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank
hereunder; third, if so determined by the Agent or requested by any Issuing Bank, to be held as cash collateral for future
funding obligations of such Defaulting Lender in respect of any participation in any Letter of Credit; fourth, as the
Borrowers may request (so long as no Default exists), to the funding of any Advance in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so
determined by the Agent and the Borrowers, to be held in the L/C Cash 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 Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or
Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to any Borrower as a result of any
judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such
Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any
Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advances were
made or the related Letters of Credit were issued at a time when the applicable conditions set forth in Article III were
satisfied or waived, such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata
basis prior to being applied to the payment of any Advances of such Defaulting Lender and provided further that any amounts
held as cash collateral for funding obligations of a Defaulting Lender shall be returned to such Defaulting Lender upon the
termination of this Agreement and the satisfaction of such Defaulting Lender’s obligations hereunder. Any payments,
prepayments or






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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 2.19 shall be deemed paid to and redirected by such Defaulting Lender, and each
Lender irrevocably consents hereto.


SECTION 2.20. Mitigation
Obligations; Replacement of Lenders.


(a)       Designation
of a Different Applicable Lending Office. If any Lender requests compensation under Section 2.11 or requires any Borrower to
pay additional amounts to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.14, then
such Lender shall (at the request of the Guarantor) use reasonable efforts to designate a different Applicable 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.11 or 2.14 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.


(b)       Replacement
of Lenders. If any Lender requests compensation under Section 2.11, or if any Borrower is required to pay additional amounts
to any Lender or any governmental authority for the account of any Lender pursuant to Section 2.14 and, in each case, such Lender
has declined or is unable to designate a different Applicable Lending Office in accordance with Section 2.20(a), or if any Lender
is a Defaulting Lender or an Non-Consenting Lender, then the Guarantor may, at its sole expense and effort and so long as no Default
is continuing, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other
than its existing rights to payments pursuant to Section 2.14) and obligations under this Agreement to an Eligible Assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:


(i)       the
Agent shall have received the assignment fee specified in Section 9.07(b)(iv), provided that no such fee shall be payable
in the case of an assignment made to an assignee that is an existing Lender;


(ii)       such
Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder (including any amounts under Section 9.04(c)) from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);


(iii)       in
the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant
to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter;




(iv)       in
the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent; and


(v)       such
assignment does not conflict with applicable law.


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


SECTION 2.21. Extension
of Termination Date.


(a)       Requests
for Extension. The Guarantor may, by notice to the Agent (who shall promptly notify the Lenders) not earlier than 60 days and
not later than 45 days prior to any anniversary of the Effective Date





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(the “Anniversary Date”), request that
each Lender extend such Lender’s Termination Date for an additional one year from the Termination Date then in effect with
respect to such Lender.


(b)       Lender
Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later
than the date (the “Notice Date”) that is 25 days prior to such Anniversary Date, advise the Agent whether or
not such Lender agrees to such extension (each Lender that determines not to so extend its Termination Date, a “Non-Extending
Lender”) and shall notify the Agent of such fact promptly after such determination (but in any event no later than the
Notice Date) and any Lender that does not so advise the Agent on or before the Notice Date shall be deemed to be a Non-Extending
Lender). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.


(c)       Notification
by Agent. The Agent shall notify the Guarantor of each Lender’s determination under this Section no later than the date
20 days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day).


(d)       Additional
Commitment Lenders. The Guarantor shall have the right on or before the applicable Anniversary Date to replace each Non-Extending
Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (as an Assuming
Lender) with the approval of the Agent and each Issuing Bank (which approval shall not be unreasonably withheld), each of which
Assuming Lenders shall have entered into an Assumption Agreement pursuant to which such Assuming Lender shall, effective as of
the applicable Anniversary Date, undertake a Revolving Credit Commitment (and, if any such Assuming Lender is already a Lender,
its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date).


(e)       Minimum
Extension Requirement. If (and only if) the total of the Revolving Credit Commitment of the Lenders that have agreed so to
extend their Termination Date and the additional Revolving Credit Commitment of the Assuming Lenders shall be more than 50% of
the aggregate amount of the Revolving Credit Commitment in effect immediately prior to the applicable Anniversary Date, then, effective
as of such Anniversary Date, the Termination Date of each Extending Lender and of each Assuming Lender shall be extended to the
date falling one year after the Termination Date in effect for such Lenders (except that, if such date is not a Business Day, such
Termination Date as so extended shall be the next preceding Business Day) and each Assuming Lender shall thereupon become a “Lender”
for all purposes of this Agreement.


(f)       Conditions
to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Termination Date pursuant to this Section
shall not be effective with respect to any Lender unless on the Notice Date and on the Anniversary Date:


(x) no Default
shall have occurred and be continuing on such date and after giving effect to such extension; and


(y) the representations
and warranties contained in this Agreement are true and correct on and as of such date of such extension and after giving effect
to such extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date).


SECTION 2.22. LIBOR
Successor Rate.


(a)                
Benchmark Replacement. Notwithstanding anything to the contrary herein, upon the occurrence
of a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to the Eurocurrency Rate for any Available
Currency, the Agent and the Guarantor may amend this Agreement to replace the Eurocurrency Rate for such Available Currency with
a Benchmark Replacement for such Available Currency; and any such amendment with respect to a Benchmark Transition Event will become
effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Agent has provided such proposed amendment
to all Lenders and the Guarantor, so long as the Agent has not received, by such time, written notice of objection to such amendment
from Lenders comprising the Required Lenders. Any such amendment with respect to an


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Early Opt-in Election with respect to any Available
Currency will become effective on the date that Lender comprising the Required Lenders have delivered to the Agent written notice
that such Required Lenders accept such amendment. No replacement of the Eurocurrency Rate with a Benchmark Replacement pursuant
to this Section shall occur prior to the applicable Benchmark Transition Start Date.


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


(c)                
Notices; Standards for Decisions and Determinations. The Agent will promptly notify
the Guarantor and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable
with respect to any Available Currency, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the
commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by
the Agent or the Lenders pursuant to this Section 2.22 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,
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 hereto, except, in each case, as expressly required pursuant to this Section 2.22.


(d)               
Benchmark Unavailability Period. Upon the Guarantor’s receipt of notice of the
commencement of a Benchmark Unavailability Period with respect to any Available Currency, a Borrower may revoke any request for
a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Advances denominated in the affected currency
to be made converted or continued during any Benchmark Unavailability Period and, failing that, (i) any pending selection of, conversion
to or renewal of a Eurocurrency Rate Advance that has not yet gone into effect shall be deemed to be a selection of, conversion
to or renewal of a Base Rate Advance with respect to such Eurocurrency Rate Advance in the Dollar Equivalent amount of such Eurocurrency
Rate Advance, (ii) all outstanding Eurocurrency Rate Advances in such Available Currency shall automatically be (A) if in Dollars,
converted to Base Rate Advances at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully
maintain such affected Eurocurrency Rate Advance) or (B) if in a Committed Currency, converted a Base Rate Advances in the Dollar
Equivalent amount of such Eurocurrency Rate Advance at the expiration of the existing Interest Period (or sooner, if the Agent
cannot continue to lawfully maintain such affected Eurocurrency Rate Advance in such Committed Currency) and (iii) the component
of the Base Rate based upon One Month LIBOR will not be used in any determination of the Base Rate.


(e)                
As used in this Section 2.22: 


“Available
Currency” means Dollars or any Committed Currency.


“Benchmark
Replacement” means, with respect to any Available Currency, the sum of: (a) the alternate benchmark rate that has been
selected by the Agent and the Guarantor for such Available Currency giving due consideration to (i) any selection or recommendation
of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body with respect to such Available
Currency or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurocurrency
Rate for (A) with respect to Eurocurrency Rate Advances in Dollars, U.S. dollar-denominated credit facilities or (B) with respect
to Eurocurrency Rate Advances in Committed Currencies, U.S. credit facilities providing for loans in such Committed Currency and
(b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero,
the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the Eurocurrency Rate for any Available Currency with
an alternate benchmark rate for each applicable Interest Period for such Available 



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Currency, 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 Agent and the Guarantor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate in such Available Currency with
the applicable Benchmark Replacement for such Available Currency by the Relevant Governmental Body with respect to such Available
Currency or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for such replacement of the Eurocurrency Rate for (A) with respect to Eurocurrency Rate
Advances in Dollars, U.S. dollar-denominated credit facilities or (B) with respect to Eurocurrency Rate Advances in Committed Currencies,
U.S. credit facilities providing for loans in such Committed Currency.


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement for any Available Currency, any technical,
administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that
the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement for such Available
Currency and to permit the administration thereof by the Agent in a manner substantially consistent with market practice in the
United States (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or
if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner
of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement).


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the Eurocurrency Rate for any Available
Currency:


(1)       in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of the Eurocurrency Rate
for such Available Currency permanently or indefinitely ceases to provide the Eurocurrency Rate for such Available Currency; or


(2)        in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the Eurocurrency Rate for
any Available Currency:


(1)       a
public statement or publication of information by or on behalf of the administrator of the Eurocurrency Rate for such Available
Currency announcing that such administrator has ceased or will cease to provide the Eurocurrency Rate for such Available Currency,
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Eurocurrency Rate for such Available Currency;





(2)        a
public statement or publication of information by a governmental authority having jurisdiction over the Agent, the regulatory supervisor
for the administrator of the Eurocurrency Rate for such Available Currency, the U.S. Federal Reserve System, an insolvency official
with jurisdiction over the administrator for the Eurocurrency Rate for such Available Currency, a resolution authority with jurisdiction
over the administrator for the Eurocurrency Rate for such Available Currency or a court or an entity with similar insolvency or
resolution authority over the administrator for the Eurocurrency Rate for such Available Currency, which states that the administrator
of the Eurocurrency Rate for such Available Currency has ceased or will cease to provide the Eurocurrency Rate for such Available
Currency permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide the Eurocurrency Rate for such Available Currency; or


(3)        a
public statement or publication of information by the regulatory supervisor for the administrator of the Eurocurrency Rate for
such Available Currency or a governmental authority having jurisdiction over the Agent announcing that the Eurocurrency Rate for
such Available Currency is no longer representative.



    37


     


    


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) 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) and (b) in the case of an Early Opt-in Election, the date specified by the Agent or the Required Lenders, as applicable,
by notice to the Guarantor, the Agent (in the case of such notice by the Required Lenders) and the Lenders.


“Benchmark
Unavailability Period” means, with respect to any Available Currency, if a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to the Eurocurrency Rate for such Available Currency and solely to the extent
that the Eurocurrency Rate for such Available Currency has not been replaced with a Benchmark Replacement, the period (x) beginning
at the time that such Benchmark Replacement Date for such Available Currency has occurred if, at such time, no Benchmark Replacement
for such Available Currency has replaced the Eurocurrency Rate for such Available Currency for all purposes hereunder in accordance
with Section 2.22 and (y) ending at the time that a Benchmark Replacement for such Available Currency has replaced the Eurocurrency
Rate for such Available Currency for all purposes hereunder pursuant to Section 2.22.


“Early
Opt-in Election” means the occurrence of:


(1)(i) a determination
by the Agent and the Guarantor or (ii) a notification by the Required Lenders to the Agent (with a copy to the Guarantor) that
the Required Lenders have determined that (x) with respect to Eurocurrency Rate Advances in Dollars, U.S. dollar-denominated
syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section 2.22,
are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency
Rate for loans in Dollars or (y) with respect to Eurocurrency Rate Advances in Committed Currencies, U.S. syndicated credit facilities
providing for loans in such Committed Currency being executed at such time, or that include language similar to that contained
in this Section 2.22, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace
the Eurocurrency Rate for loans in such Committed Currency; or


(2)(i) the election
by the Agent and the Guarantor or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred
and the provision, as applicable by the Agent of written notice to the Guarantor and the Lenders or by the Required Lenders of
written notice of such election to the Agent.


“Relevant
Governmental Body” means (a) the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto and (b)
with respect to Committed Currency Loans, in addition to the Persons named in clause (a) of this definition, the comparable governmental
authority or other applicable Person for loans in such Committed Currency as determined by the Agent in its sole discretion.


 


ARTICLE III


CONDITIONS TO EFFECTIVENESS
AND LENDING


SECTION 3.01. Conditions
Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first
date (the “Effective Date”) on which the following conditions precedent have been satisfied:


(a)       There
shall have occurred no Material Adverse Change since December 31, 2019.


(b)       There
shall exist no action, suit, investigation, litigation or proceeding affecting the Guarantor or any of its Subsidiaries pending
or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse
Effect other than the matters described on Schedule 3.01(b) hereto (the “Disclosed Litigation”) or (ii) purports
to affect the legality, validity or enforceability 



    38


     


    

of this Agreement or any Note or the consummation of the transactions contemplated
hereby, and there shall have been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries,
of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.


(c)       Nothing
shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe
that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting
the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts
and properties of the Guarantor and its Subsidiaries as they shall have requested.


(d)       All
governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have
been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and
no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially
adverse conditions upon the transactions contemplated hereby.


(e)       The
Initial Borrowers shall have notified each Lender and the Agent in writing as to the proposed Effective Date.


(f)       The
Initial Borrowers shall have paid all accrued fees and expenses of the Agent and the Lenders (including the accrued fees and expenses
of counsel to the Agent).


(g)       On
the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate
signed by a duly authorized officer of the Guarantor, dated the Effective Date, stating that:


(i)       The
representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and


(ii)       No
event has occurred and is continuing that constitutes a Default.


(h)       The
Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory
to the Agent and (except for the Notes) in sufficient copies for each Lender:


(i)       The
Notes to the Lenders to the extent requested by any Lender pursuant to Section 2.16.


(ii)       Certified
copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement and the Notes to which it is
a party, and of all documents evidencing other necessary corporate or organizational, as applicable, action and governmental
approvals, if any, with respect to this Agreement and the Notes to which it is a party.


(iii)       (x)
A certificate of the Secretary or an Assistant Secretary of each of the Guarantor and OCI and (y) a certificate of a Director of
OFL, in each case, certifying the names and true signatures of the officers or other duly authorized signatories of such Loan Party
authorized to sign this Agreement and the Notes to which it is a party and the other documents to be delivered by it hereunder.


(iv)       Favorable
opinions of internal counsel to the Loan Parties, Latham & Watkins LLP, New York and English counsel for the Loan Parties,
and Gilbride, Tusa, Last & Spellane LLC, Connecticut counsel for OCI, as to such matters as are customary for a credit agreement
of this type and such other matters as any Lender through the Agent may reasonably request.


(v)       A
favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.



    39


     


    




(i)       Each
of the Lenders shall have received, at least two Business Days in advance of the Effective Date, all documentation and other information
reasonably requested by such Lenders as required under applicable “know-your-customer” and anti-money laundering rules
and regulations, including as required by the Patriot Act and, in the case of an Initial Borrower that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, a duly executed and completed Beneficial Ownership Certification.


SECTION 3.02. Initial
Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to, and the obligation of each
Issuing Bank to issue a Letter of Credit for the account of, each Designated Subsidiary is subject to the receipt by the Agent
on or before the date of such initial Advance or issuance of each of the following, in form and substance reasonably satisfactory
to the Agent and dated such date, and (except for any Notes) in sufficient copies for each Lender:


(a)       Any
Notes required by each Lender executed by such Designated Subsidiary and made payable to the order of such Lender pursuant to Section
2.16.


(b)       Certified
copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the
original thereof is not in English) approving this Agreement and any Notes to be delivered by it, and of all documents evidencing
other necessary corporate or organizational, as applicable, action and governmental approvals, if any, with respect to this Agreement.


(c)       A
certificate of an officer of such Designated Subsidiary (x) certifying the names and true signatures of the officers or other duly
authorized signatories of such Designated Subsidiary authorized to sign its Designation Agreement and any Notes to be delivered
by it hereunder and the other documents to be delivered by it hereunder, (y) including the certificate of incorporation (or the
equivalent thereof) of such Designated Subsidiary certified by the relevant authority of the jurisdiction of organization of such
Designated Subsidiary and the by-laws (or the equivalent thereof) of such Designated Subsidiary as in effect on the date on which
the resolutions referred to in clause (b) above were adopted and (z) including a good standing certificate (or the equivalent thereof)
for such Designated Subsidiary from its jurisdiction of organization.


(d)       A
certificate signed by a duly authorized officer or signatory of the Guarantor, certifying that such Designated Subsidiary has obtained
all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall
have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect,
and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially
adverse conditions upon the transactions contemplated hereby.


(e)       A
Designation Agreement duly executed by such Designated Subsidiary and the Guarantor.


(f)       Favorable
opinions of counsel (which may be in-house counsel) to such Designated Subsidiary as to such matters as any Lender through the
Agent may reasonably request.


(g)       In
the case of a Designated Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
a duly executed and completed Beneficial Ownership Certification.


(h)       Such
other documents necessary for any Lender, through the Agent, to comply with applicable “know your customer” or other
similar checks under all applicable laws and regulations.


SECTION 3.03. Conditions
Precedent to Each Borrowing, Each Issuance, Each Commitment Increase and each Extension of Termination Date. The obligation
of each Lender to make an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on
the occasion of each Borrowing, the obligation of each Issuing Bank to issue a Letter of Credit and each Commitment Increase and
extension of Termination Date shall be subject to the conditions precedent that the Effective Date shall have




    40


     


    


occurred and on the
date of such Borrowing, such issuance, such Increase Date or, in the case of an extension of the Termination Date, the applicable
Anniversary Date the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of
Issuance, request for Commitment Increase, request for extension of the Termination Date and the acceptance by a Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing,
such issuance, such Increase Date or such Anniversary Date such statements are true):


(a)       the
representations and warranties contained in Section 4.01 (except, in the case of a Borrowing or issuance, the representations
set forth in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) and, in the case of any Borrowing
made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of such date,
before and after giving effect to such Borrowing, such issuance, such Commitment Increase or such extension of the Termination
Date and to the application of the proceeds therefrom, as though made on and as of such date, and


(b)       no
event has occurred and is continuing, or would result from such Borrowing, such issuance, such Commitment Increase or such extension
of the Termination Date or from the application of the proceeds therefrom, that constitutes a Default.


SECTION 3.04. Determinations
Under Section 3.01 and 3.02. For purposes of determining compliance with the conditions specified in Section 3.01 and
3.02, each Lender 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 the Lenders unless an officer of the Agent
responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that
the Borrowers, by notice to the Lenders, designate as the proposed Effective Date or the date of the initial Advance to the applicable
Designated Subsidiary, as the case may be, specifying its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date and each date of initial Advance to a Designated Subsidiary, as applicable.


ARTICLE IV


REPRESENTATIONS AND
WARRANTIES


SECTION 4.01. Representations
and Warranties of the Guarantor. The Guarantor represents and warrants as follows:


(a)       Each
Loan Party is a corporation or private limited company, as applicable, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization.


(b)       The
execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation
of the transactions contemplated hereby, are within such Loan Party’s corporate or organizational, as applicable, powers,
have been duly authorized by all necessary corporate or organizational, as applicable, action, and do not contravene (i) such
Loan Party’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding
on or affecting any Loan Party.


(c)       No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or
any other third party is required for the due execution, delivery and performance by any Loan Party of this Agreement or the Notes
to be delivered by it.


(d)       This
Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered
by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and
binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.




    41


     


    



(e)       The
Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2019, and the related Consolidated statements
of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG
LLP, independent public accountants, fairly present the Consolidated financial condition of the Guarantor and its Subsidiaries
as at such date and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the period ended on such
date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2019, there
has been no Material Adverse Change.


(f)       There
is no pending or, to the knowledge of the Guarantor, threatened action, suit, investigation, litigation or proceeding, including,
without limitation, any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, governmental
agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation),
and there has been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, of the Disclosed
Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability
of this Agreement or any Note or the consummation of the transactions contemplated hereby.


(g)       No
Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning
of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance 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.


(h)       No
Loan Party is an “investment company”, or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.


(i)       All
factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to
any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this
Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished
by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as
of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information
was provided.


(j)       The
Guarantor has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the
Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions. The Guarantor has implemented and maintains in effect policies and procedures that require compliance
by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional
Anti-Corruption Laws. The Guarantor and its Subsidiaries are, to the knowledge of the Guarantor’s President, Chief
Executive Officer, Chief Financial Officer, Controller, Treasurer and General Counsel, in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. None of the Guarantor, any Subsidiary or any of their respective
directors or officers, or, to the knowledge of the Guarantor, any of their respective employees or any agent of the Guarantor
or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,
is, or is controlled by, a Sanctioned Person or, to the knowledge of any officer, director or employee of the Guarantor who
is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns, directly or
indirectly, a 50 percent or greater interest.


(k)       The
information included in each Beneficial Ownership Certification provided to any Lender on or prior to the Effective Date is true
and correct in all respects as of the date hereof.


(l)       No
Loan Party is an EEA Financial Institution or a UK Financial Institution.


ARTICLE V


COVENANTS OF THE GUARANTOR



    42


     


    


SECTION 5.01. Affirmative
Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will:


(a)       Compliance
with Laws, Etc. Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, compliance with ERISA and Environmental Laws except, in each case, to the extent
that failure to comply would not reasonably be expected to have a Material Adverse Effect; maintain in effect policies and procedures
reasonably designed to promote compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions; and maintain in effect policies and procedures that require compliance
by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with Additional Anti-Corruption
Laws.


(b)       Payment
of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful
claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Guarantor nor any of
its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good
faith and by proper proceedings and as to which appropriate reserves are being maintained.


(c)       Maintenance
of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which the Guarantor or such Subsidiary operates.


(d)       Preservation
of Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate or organizational,
as applicable, existence, rights (charter and statutory) and franchises; provided, however, that the Guarantor and its Subsidiaries
may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Guarantor
nor any of its Subsidiaries shall be required to preserve any right or franchise, or the existence of any Subsidiary of the Guarantor
that is not a Borrower, if the Board of Directors of the Guarantor or the Borrower that is the corporate parent of such Subsidiary
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Guarantor or such Borrower,
as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Guarantor, such Borrower or
the Lenders.


(e)       Visitation
Rights. At any reasonable time and from time to time, permit the Agent or any of the Lenders or any agents or
representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the
properties of, the Guarantor and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Guarantor
and any of its Subsidiaries with any of their officers or directors and with their independent certified public
accountants.


(f)       Keeping
of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the Guarantor and each such Subsidiary in accordance
with generally accepted accounting principles in effect from time to time.


(g)       Maintenance
of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties
that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except
to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect.


(h)       Reporting
Requirements. Furnish to the Lenders:


(i)       as
soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the
Guarantor, the Consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such quarter and Consolidated
statements of income and cash flows of the



    43


     


    


Guarantor and its Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer of the Guarantor as having been prepared in accordance with generally accepted accounting principles and certificates of
the chief financial officer of the Guarantor as to compliance with the terms of this Agreement and setting forth in reasonable
detail the calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of any change in
generally accepted accounting principles used in the preparation of such financial statements, the Guarantor shall also provide,
if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial
statements to GAAP;


(ii)       as
soon as available and in any event within 95 days after the end of each fiscal year of the Guarantor, a copy of the annual audit
report for such year for the Guarantor and its Subsidiaries, containing the Consolidated balance sheet of the Guarantor and its
Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries
for such fiscal year, in each case accompanied by an opinion acceptable to the Required Lenders by KPMG LLP or other independent
public accountants acceptable to the Required Lenders and certificates of the chief financial officer of the Guarantor as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with
Section 5.03, provided that in the event of any change in generally accepted accounting principles used in the preparation
of such financial statements, the Guarantor shall also provide, if necessary for the determination of compliance with Section 5.03,
a statement of reconciliation conforming such financial statements to GAAP;


(iii)       as
soon as possible and in any event within five days after any senior officer of the Guarantor or a Borrower becomes aware or should
have become aware of the occurrence of any Default, the occurrence of each Default continuing on the date of such statement, a
statement of the chief financial officer of the Guarantor setting forth details of such Default and the action that the Guarantor
has taken and proposes to take with respect thereto;


(iv)       promptly
after the sending or filing thereof, copies of all reports that the Guarantor sends to any of its securityholders, and copies of
all reports and registration statements that the Guarantor or any Subsidiary files with the Securities and Exchange Commission
(the “SEC”) or any national securities exchange;


(v)       promptly
after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting
the Guarantor or any of its Subsidiaries of the type described in Section 4.01(f); and


(vi)       such
other information respecting the Guarantor or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably
request.


Reports and financial
statements required to be delivered by the Guarantor pursuant to clauses (i), (ii), (iv) and (v) of this Section 5.01(h)
shall be deemed to have been delivered on the date on which it posts such reports, or reports containing such financial statements,
on its website on the Internet at www.omnicomgroup.com or when such reports, or reports containing such financial statements are
posted on the SEC’s website at www.sec.gov; provided that it shall deliver notice that such reports and financial statements
are so available and shall deliver paper copies of the reports and financial statements referred to in clauses (i), (ii),
(iv) and (v) of this Section 5.01(h) to the Agent or any Lender who requests it to deliver such paper copies until written
notice to cease delivering paper copies is given by the Agent or such Lender.


SECTION 5.02. Negative
Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will
not:


(a)       Liens,
Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect
to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any
right to receive income, other than:


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(i)       Permitted
Liens,


(ii)       purchase
money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course
of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing
the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other
than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property)
or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such
Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed
improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties
not theretofore subject to the Lien being extended, renewed or replaced,


(iii)       the
Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,


(iv)       Liens
on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of
the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger,
consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with
the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,


(v)       Liens
securing Debt permitted by Section 5.02(d)(vii),


(vi)       Liens
granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv),


(vii)       any
assignment of accounts receivable (A) by and among the Guarantor and its Subsidiaries or (B) pursuant to non-recourse factoring
or similar arrangements or otherwise in an aggregate amount not to exceed in any fiscal year the greater of $500,000,000 (measured
as the face value of such accounts receivable at the time of assignment) and 10.0% of the consolidated accounts receivable of the
Guarantor and its Subsidiaries as reflected in the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries
as of the end of the fiscal year of the Guarantor most recently ended prior to such assignment for which financial statements have
been delivered pursuant to Section 5.01(h)(ii); and


(viii)       (A)
Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations in an aggregate amount
at any time outstanding plus (B) the aggregate face value at the time of assignment of such accounts receivable assigned, the assignment
of which is not otherwise permitted by the foregoing clauses of this Section, in an aggregate amount not to exceed (1) 15% of Consolidated
net worth of the Guarantor and its Subsidiaries as set forth in the Guarantor’s most recent financial statements delivered
pursuant to Section 5.01(h)(i) minus (2) without duplication of any Debt secured in accordance with this clause (viii),
Debt incurred in accordance with Section 5.02(d)(x).


(b)       Mergers,
Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit
any of the Borrowers to do so.


(c)       Accounting
Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting principles.


(d)       Subsidiary
Debt. Permit any of its Subsidiaries to create or suffer to exist, any Debt other than:



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(i)       Debt
existing on the Effective Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any
Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal
amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension,
refunding or refinancing plus any capitalized fees incurred in connection therewith, and the direct and contingent obligors therefor
shall not be changed (other than to release any contingent obligor), as a result of or in connection with such extension, refunding
or refinancing,


(ii)       accrued
expenses and trade payables incurred in the ordinary course of business, and obligations under trade letters of credit incurred
in the ordinary course of business, which are to be repaid in full not more than one year after the date on which such Debt is
originally incurred to finance the purchase of goods by such Subsidiary,


(iii)       obligations
under letters of credit or surety bonds incurred in the ordinary course of business in support of obligations incurred in connection
with leases, worker’s compensation, unemployment insurance and other social security legislation,


(iv)       Debt
owed to the Guarantor or to a wholly owned Subsidiary of the Guarantor,


(v)       Debt
of the Borrowers under this Agreement and other Debt of the Initial Borrowers,


(vi)       other
Debt of Subsidiaries of the Guarantor which are not organized under the laws of the United States of America, a State of the United
States of America or the District of Columbia and substantially all of whose assets and business are located or conducted outside
the United States of America,


(vii)       Debt
of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor
or becomes a Subsidiary of the Guarantor; provided that such Debt was not created in contemplation of such merger, consolidation
or acquisition, provided further that the aggregate principal amount of the Debt referred to in this clause (vii) shall not
exceed $50,000,000 at any time outstanding,


(viii)       (x)
Debt consisting of any guaranty made by any Subsidiary of the Guarantor in respect of Debt of any Loan Party, provided that such
Subsidiary shall have entered into a guaranty of the


Debt of the Guarantor under this
Agreement in form and substance reasonably satisfactory to the Required Lenders and (y) Debt constituting guaranties of the Debt
of the Guarantor under this Agreement,


(ix)       indorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and


(x)       other
Debt (whether secured or unsecured) in aggregate principal amount at any time outstanding that does not exceed (A) 15% of Consolidated
net worth of the Guarantor and its Subsidiaries as set forth in the Guarantor’s most recent financial statements delivered
pursuant to Section 5.01(h)(i) minus (B) without duplication of any Debt incurred in accordance with this clause (x), Debt
secured by Liens permitted by Section 5.02(a)(viii).


(e)       Use
of Proceeds. Request any Borrowing or Letter of Credit, nor knowingly use the proceeds thereof, nor permit either Borrower
to request any Borrowing or Letter of Credit or knowingly use the proceeds of any Borrowing or Letter of Credit, (i) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person
in violation of any Anti-Corruption Laws or Additional Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person (or, to the knowledge of any officer, director or employee
of the Guarantor who is engaged in or has approved a transaction with such Person, any Person in which a Sanctioned Person owns,
directly or indirectly, a 50 percent or greater interest) or in any Sanctioned Country, or (iii)



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in any manner that would result
in the violation of any Sanctions applicable to any party hereto. For purposes of this provision, “to knowingly use the proceeds”
would mean (a) that such purpose was expressly authorized by the Guarantor, either Borrower, or their respective senior officers
or directors, or (b) allowing any Subsidiary or any officer, director, employee or agent of the Guarantor, any Borrower or any
Subsidiary to use the proceeds for any purpose set forth in clauses (i), (ii) and (iii) above, if the officers and employees of
the Guarantor and/or the Borrower with responsibility for requesting such Borrowing or Letter of Credit or allocating funds for
use has actual knowledge that such proceeds would be used for such purpose.


SECTION 5.03. Financial
Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Guarantor will
maintain a ratio of Consolidated Debt for Borrowed Money of the Guarantor and its Subsidiaries to Consolidated EBITDA of the Guarantor
and its Subsidiaries (the “Leverage Ratio”) for the four quarters most recently ended of not greater than 3.50
to 1.00 (or, following the Agent’s receipt of notice from the Company of a Specified Acquisition (a “Covenant Notice”),
for four consecutive fiscal quarters commencing with the fiscal quarter in which such Specified Acquisition occurs, (without any
consent from the Agent or the Lenders), 4.00 to 1.00); provided that there shall be a period of at least two consecutive
fiscal quarters after the covenant steps down to 3.50 to 1.00 before a subsequent Covenant Notice is submitted.


ARTICLE VI


EVENTS OF DEFAULT


SECTION 6.01. Events
of Default. If any of the following events (“Events of Default”) shall occur and be continuing:


(a)       Any
Borrower shall fail to pay any principal of any Advance when the same becomes due and payable; or any Borrower shall fail to pay
any interest on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within
five Business Days after the same becomes due and payable; or


(b)       Any
representation or warranty made by the Guarantor herein or by any Loan Party (or any of its officers) in connection with this Agreement
shall prove to have been incorrect in any material respect when made; or


(c)       (i) The
Guarantor shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e) or (h), 5.02
or 5.03, or (ii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in this Agreement
on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall
have been given to the Guarantor by the Agent or any Lender; or


(d)       The
Guarantor or any of its Material Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding
in a principal or notional amount of at least $125,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Guarantor
or such Material Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement
or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt
shall be required to be made, in each case prior to the stated maturity thereof; or


(e)       The
Guarantor or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against the Guarantor or any of its




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Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property
and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed
or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry
of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Guarantor or any of its Material Subsidiaries shall take any corporate or
organizational, as applicable, action to authorize any of the actions set forth above in this subsection (e); or


(f)       Judgments
or orders for the payment of money in excess of $125,000,000 in the aggregate shall be rendered against the Guarantor or any of
its Material Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment
or order or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not
be an Event of Default under this Section 6.01(f) if and for so long as (i) the amount of such judgment or order is covered
by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer,
which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for
payment of, the amount of such judgment or order; or


(g)       (i) Any
Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3
of the SEC under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Guarantor (or other securities
convertible into such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Guarantor;
or (ii) during any period of up to 12 consecutive months, commencing after the date of this Agreement, individuals who at
the beginning of such 12-month period were directors of the Guarantor shall cease for any reason to constitute a majority of the
board of directors of the Guarantor; or (iii) the Guarantor shall cease for any reason to own, directly or indirectly, 100%
of the Voting Stock of each of the Borrowers; or


(h)       Any
material provision of the Guaranty shall cease to be valid and binding on or enforceable against the Guarantor, or the Guarantor
shall so state in writing; or


(i)       The
Guarantor or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $125,000,000
in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial
or complete withdrawal of the Guarantor or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization
or termination of a Multiemployer Plan;


then, and in any such
event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare
the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c))
and of the Issuing Banks to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall
at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such 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 each Borrower; provided, however, that in the event of an actual or deemed entry
of an order for relief with respect to any Loan Party under the Federal Bankruptcy Code, (A) the obligation of each Lender
to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrowers.


SECTION 6.02. Actions
in Respect of Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Agent may
with the consent, or shall at the request, of the Required Lenders, irrespective of whether it is taking any of the actions described
in Section 6.01 or otherwise, make demand



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upon the Borrowers to, and forthwith upon such demand the Borrowers will, (a) pay to
the Agent for the benefit of the Lenders in same day funds at the Agent’s office designated in such demand, for deposit in
the L/C Cash Deposit Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b)
make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Lenders. If
at any time the Agent determines that any funds held in the L/C Cash Deposit Account are subject to any right or interest of any
Person other than the Agent and the Lenders or that the total amount of such funds is less than the aggregate Available Amount
of all Letters of Credit, the Borrowers will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited
and held in the L/C Cash Deposit Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total
amount of funds, if any, then held in the L/C Cash Deposit Account that are free and clear of any such right and interest. Upon
the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Deposit Account, such funds shall be applied
to reimburse the Issuing Banks to the extent permitted by applicable law, and if so applied, then such reimbursement shall be deemed
a repayment of the corresponding Advance in respect of such Letter of Credit. After all such Letters of Credit shall have expired
or been fully drawn upon and all other obligations of the Borrowers hereunder and under the Notes shall have been paid in full,
the balance, if any, in such L/C Cash Deposit Account shall be promptly returned to the Borrowers.


ARTICLE VII


GUARANTY


SECTION 7.01. Guaranty.
The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of
each other Loan Party now or hereafter existing under or in respect of this Agreement and the Notes (including, without
limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations),
whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed
Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of outside
counsel and the allocated costs and expenses of in-house counsel) incurred by the Agent or any Lender in enforcing any rights
under this Agreement. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Agent or any
Lender under or in respect of this Agreement and the Notes but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.


SECTION 7.02. Guaranty
Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this
Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Agent or any Lender with respect thereto. This Guaranty is an absolute and unconditional guaranty
of payment when due, and not of collection, by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor under
or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Loan Party under
or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Guarantor
to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined
in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating
to, any or all of the following:


(a)       any
lack of validity or enforceability of any provision of this Agreement or any Note or any agreement or instrument relating thereto;


(b)       any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other
obligations of any Borrower under or in respect of this Agreement or the Notes, or any other amendment or waiver of or any consent
to departure from this Agreement or the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting
from the extension of additional credit to any Borrower or any of its Subsidiaries or otherwise;




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(c)       any
taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guaranty, for all or any of the Guaranteed Obligations;


(d)       any
manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under
this Agreement or the Notes or any other assets of any Borrower or any of its Subsidiaries;


(e)       any
change, restructuring or termination of the corporate structure or existence of any Borrower or any of its Subsidiaries;


(f)       any
failure of the Agent or any Lender to disclose to the Guarantor any information relating to the business, condition (financial
or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender
(the Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information);


(g)       the
failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of the
Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or


(h)       any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation
by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other
guarantor or surety.


This Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by the Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise, all as though such payment had not been made.


SECTION 7.03. Waivers
and Acknowledgments. (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Agent or any Lender protect, secure,
perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any
other Person or any collateral.


(b)       The
Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


(c)       The
Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon
an election of remedies by the Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects
the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other rights of the Guarantor
to proceed against any of the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense
based on any right of set-off or counterclaim against or in respect of the obligations of the Guarantor hereunder.


(d)       The
Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Agent or any Lender to disclose to the Guarantor
any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by the Agent or such Lender.



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(e)       The
Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated
by this Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation
of such benefits.


SECTION 7.04. Subrogation.
The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire
against any Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Guarantor’s
obligations under or in respect of this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of the Agent or any Lender against any Borrower
or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or receive from any Borrower or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such
claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to the Guarantor
in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty and the final Termination Date, such amount shall be received and
held in trust for the benefit of Agent and the Lenders, shall be segregated from other property and funds of the Guarantor and
shall forthwith be paid or delivered to the Agent in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of this Agreement, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) the Guarantor shall make payment to the Agent or any Lender
of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash and (iii) the final Termination Date shall have occurred, the Agent and
the Lenders will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest
in the Guaranteed Obligations resulting from such payment made by the Guarantor pursuant to this Guaranty.


SECTION 7.05. Subordination.
The Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to the Guarantor by each other
Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 7.05:


(a)       Prior
Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, the Guarantor
agrees that the Agent and the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including
all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting
an allowed claim in such proceeding (“Post Petition Interest”)) before the Guarantor receives payment of any
Subordinated Obligations.


(b)       Turn-Over.
After the occurrence and during the continuance of any Event of Default under Section 6.01(e), the Guarantor shall, if the Agent
so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Agent and the
Lenders and deliver such payments to the Agent on account of the Guaranteed Obligations (including all Post Petition Interest),
together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty.


(c)       Agent
Authorization. After the occurrence and during the continuance of any Event of Default under Section 6.01(e), the Agent is
authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of the Guarantor, to collect
and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require the Guarantor (A) to collect and enforce, and to
submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Agent for
application to the Guaranteed Obligations (including any and all Post Petition Interest).




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SECTION 7.06. Continuing
Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the
later of the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the final
Termination Date, (b) be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be
enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c)
of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations
under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note
or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in Section 9.07. The Guarantor
shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each of the
Lenders.


ARTICLE VIII


THE AGENT


SECTION 8.01. Authorization
and Authority. Each Lender hereby irrevocably appoints Citibank to act on its behalf as the Agent hereunder and authorizes
the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit
of the Agent and the Lenders, and neither the Guarantor nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Note (or any
other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between contracting parties.


SECTION 8.02. Rights
as a Lender. (a) The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the
Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Guarantor or any Subsidiary or other Affiliate thereof as if such Person were not the Agent
hereunder and without any duty to account therefor to the Lenders.


SECTION 8.03. Duties
of Agent; Exculpatory Provisions. (a) The Agent’s duties hereunder are solely ministerial and administrative in nature
and the Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality
of the foregoing, the Agent:


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


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


(iii)       shall
not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Guarantor or any of its Affiliates that is communicated to or obtained by the Agent or any of its Affiliates
in any capacity.




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(b)       The
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 9.01 or 6.01) or (ii) in the absence of its own gross negligence
or willful misconduct. The Agent shall be deemed not to have knowledge of any Default or the event or events that give or may give
rise to any Default unless and until the Guarantor or any Lender shall have given notice to the Agent describing such Default and
such event or events.


(c)       The
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation
or other information made or supplied in or in connection with this Agreement or the Information Memorandum, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy,
accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or document or the perfection or priority of
any Lien or security interest created or purported to be created hereby or (v) the satisfaction of any condition set forth
in Article III or elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly
required to be delivered to the Agent.


(d)       Nothing
in this Agreement shall require the Agent or any of its Related Parties to carry out any “know your customer” or other
checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for
any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent
or any of its Related Parties.


SECTION 8.04. Reliance
by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender
unless an officer of the Agent responsible for the transactions contemplated hereby shall have received notice to the
contrary from such Lender prior to the making of such Advance or the issuance of such Letter of Credit, and in the case of a
Borrowing, such Lender shall not have made available to the Agent such Lender’s ratable portion of such Borrowing. The
Agent may consult with legal counsel (who may be counsel for the Guarantor or any other Loan Party), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.


SECTION 8.05. Delegation
of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one
or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Agent
and each such sub-agent shall be entitled to the benefits of all provisions of this Article VIII and Section 9.04 (as though
such sub-agents were the “Agent” hereunder) as if set forth in full herein with respect thereto.


SECTION 8.06. Resignation
of Agent. (a) The Agent may at any time give notice of its resignation to the Lenders and the Guarantor. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in consultation with the Guarantor, to appoint a successor
Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any bank with an office in New York, New
York. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required
Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf
of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor Agent has been
appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.



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


(c) With effect from
the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged
from its duties and obligations as Agent hereunder and (2) except for any indemnity payments owed to the retiring or removed Agent,
all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to
each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the
acceptance of a successor Agent’s appointment as Agent hereunder, such successor Agent shall succeed to and become vested
with all of the rights, powers, privileges and duties as Agent of the retiring or removed Agent (other than any rights to indemnity
payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged as Agent from all of its
duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrowers and such successor Agent. After the retiring or removed Agent’s
resignation or removal hereunder, the provisions of this Article VIII and Section 9.04 shall continue in effect for the benefit
of such retiring or removed Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring or removed Agent was acting as Agent.


(d)       Any
resignation pursuant to this Section 8.06 by a Person acting as Agent shall, unless such Person shall notify the Borrowers
and the Lenders otherwise, also act to relieve such Person and its Affiliates of any obligation to issue new, or extend
existing, Letters of Credit where such issuance or extension is to occur on or after the effective date of such resignation.
Upon the acceptance of a successor Agent’s appointment as Agent hereunder, (i) such successor Agent shall succeed to
and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (ii) the retiring
Issuing Bank shall be discharged from all of its duties and obligations hereunder, and (iii) the successor Issuing Bank shall
issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing
Bank with respect to such Letters of Credit.


SECTION 8.07. Non-Reliance
on Agent and Other Lenders. (a) Each Lender confirms to the Agent, each other Lender and each of their respective Related Parties
that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters
that it is capable, without reliance on the Agent, any other Lender or any of their respective Related Parties, of evaluating the
merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement,
(y) making Advances and other extensions of credit hereunder and (z) in taking or not taking actions hereunder, (ii) is financially
able to bear such risks and (iii) has determined that entering into this Agreement and making Advances and other extensions of
credit hereunder is suitable and appropriate for it.


(b)       Each
Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising
under or in connection with this Agreement, (ii) that it has, independently and without reliance upon the Agent, any other Lender
or any of their respective Related Parties, made its own appraisal and investigation of all risks associated with, and its own
credit analysis and decision to enter into, this Agreement based on such documents and information as it has deemed appropriate
and (iii) it will, independently and without reliance upon the Agent, any other Lender or any of their respective Related Parties,
continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with,
and its own credit analysis and decision to take or not take action under, this Agreement based on such documents and information
as it shall from time to time deem appropriate, which may include, in each case:


(i)       the
financial condition, status and capitalization of the Guarantor and each other Loan Party;




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(ii)       the
legality, validity, effectiveness, adequacy or enforceability of this Agreement and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with this Agreement;


(iii)       determining
compliance or non-compliance with any condition hereunder to the making of an Advance, or the issuance of a Letter of Credit and
the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; and


(iv)       the
adequacy, accuracy and/or completeness of the Information Memorandum and any other information delivered by the Agent, any other
Lender or by any of their respective Related Parties under or in connection with this Agreement, the transactions contemplated
hereby and thereby or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or
in connection with this Agreement.


SECTION 8.08. No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Persons acting as Bookrunners, Arrangers, syndication
agent or documentation agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement,
except in its capacity, as applicable, as the Agent or as a Lender hereunder.


SECTION 8.09. 
Lender ERISA Representation. (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 Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that
at least one of the following is and will be true:


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


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


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


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


(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



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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 Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that the 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 Commitments and this Agreement (including in connection with the
reservation or exercise of any rights by the Agent under this Agreement or any documents related hereto).


As used in this Section:


“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 Internal Revenue 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 Internal Revenue
Code) the assets of any such “employee benefit plan” or “plan”.


“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.


ARTICLE IX


MISCELLANEOUS


SECTION 9.01. Amendments,
Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Loan
Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and
(except for waivers or consents by any Lender) each of the Loan Parties, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided, however, that (a) no
amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) waive
any of the conditions specified in Section 3.01, (ii) change the percentage of the Revolving Credit Commitments or
of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or
any of them to take any action hereunder or change the definition of “Required Lenders”, (iii) reduce or limit
the obligations of the Guarantor under Section 7.01 or release the Guarantor or otherwise limit the Guarantor’s
liability with respect to the obligations owing to the Agent and the Lenders under Article VII or (iv) amend this
Section 9.01 and (b) no amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly
affected thereby, do any of the following: (i) other than as provided in Section 2.18, increase the Commitments of the
Lenders, (ii) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable
hereunder, (iii) other than as provided in Section 2.21, extend the Commitments of the Lenders or postpone any date
fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder,
(iv) amend the definition of “Committed Currencies” to add any additional currency, and provided
further that (x) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note and (y)
no amendment, waiver or consent shall, unless in writing and signed by the Issuing Banks in addition to the Lenders required
above to take such action, adversely affect the rights or obligations of the Issuing Banks in their capacities as such under
this Agreement.


SECTION 9.02. Notices,
Etc. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
as follows:


(i)       if
to any Loan Party, to it at the address of the Guarantor at 1055 Washington Blvd, Stamford, Connecticut 06901, Attention: Rochelle
Tarlowe (Email: Rochelle.tarlowe@omnicomgroup.com; Telephone No. 203-618-1510) and 437
Madison Avenue, New York, New York 10022, Attention: General Counsel;




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(ii)       if
to the Agent, to Citibank at One Penns Way, Ops II, Floor 2, New Castle, Delaware 19720, Attention: Agency Operations (Email:
GlAgentOfficeOps@Citi.com; Facsimile No. 646-274-5080; Telephone No. 302-894-6010);


(iii)       if
to an Issuing Bank, to it at the address provided in writing to the Agent and the Borrowers;


(iv)       if
to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


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


(b)       Electronic
Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to
Article II if such Lender or Issuing Bank, as applicable, has notified the Agent that it is incapable of receiving notices
under such Article by electronic communication. The Agent or any Loan Party 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 Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices and other communications posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the
foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii) above, 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.


(c)       Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


(d)       Platform.


(i)       Each
Loan Party agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the
Issuing Banks and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic
transmission system (the “Platform”).


(ii)       The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Loan Parties, any Lender, any Issuing Bank or any other Person or entity for damages
of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses
(whether in tort, contract or otherwise) arising out of the Agent’s transmission of Communications through the Platform.
“Communications” means, collectively, any notice, demand, communication, information, document or other material
that any Loan



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Party provides to the Agent pursuant to this Agreement or the transactions contemplated hereby which is made available
by the Agent to any Lender or any Issuing Bank by posting same on the Platform.


SECTION 9.03. No
Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.


SECTION 9.04. Costs
and Expenses. (a) The Borrowers agree to pay on demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses
of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under
this Agreement. The Borrowers further agree to pay on demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable fees and expenses of outside counsel and the allocated costs and expenses of in-house counsel),
in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes
and the other documents to be delivered hereunder, including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this Section 9.04(a).


(b)       The
Borrowers agree to indemnify and hold harmless the Agent, each Issuing Bank and each Lender and each of their Affiliates and
their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with
or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation
of a defense in connection therewith) (i) the Notes, this Agreement, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Advances; (ii) any Letter of Credit or the use of the proceeds therefrom
(including any refusal by the applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) the
actual or alleged presence of hazardous materials on any property of the Guarantor or any of its Subsidiaries or any
Environmental Action relating in any way to the Guarantor or any of its Subsidiaries, except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, equityholders or
creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The Loan Parties also agree not to assert any claim for
special, indirect, consequential or punitive damages against the Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances. Notwithstanding anything to the contrary, this Section 9.04(b) shall not apply with respect to
any Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-tax claim.


(c)       If
any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by any Borrower to or for the account of a
Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant
to Section 2.08, 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason,
or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of
rights and obligations under this Agreement pursuant to Section 9.07 as a result of a demand by the Guarantor pursuant to
Section 2.20 or (ii) as a result of a payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, the Borrower of such Advance
shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result
of such payment or Conversion, including, without limitation, any loss (including loss of anticipated



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profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such
Advance. If the amount of the Committed Currency purchased by any Lender in the case of a Conversion or exchange of Advances in
the case of Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s liability in respect of such Advances,
such Lender agrees to remit to the applicable Borrower such excess.


(d)       Without
prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained
in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder
and under the Notes and the termination of this Agreement.


(e)       Each
Lender severally agrees to indemnify the Agent and each Issuing Bank (in each case, to the extent not promptly reimbursed by the
Borrowers or the Guarantor) from and against such Lender’s ratable share of any and all losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including
the fees, charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted
against the Agent or any Issuing Bank, as the case may be, in their capacities as such, in any way relating to or arising out of
this Agreement or any action taken or omitted by the Agent or any Issuing Bank hereunder; provided, however, that no Lender shall
be liable for any portion of such losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs,
disbursements or expenses resulting from the Agent’s or such Issuing Bank’s gross negligence or willful misconduct
as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender
agrees to reimburse the Agent and each Issuing Bank for its ratable share of any costs and expenses (including, without limitation,
fees and expenses of counsel) payable by the Borrowers under Section 9.04(a), to the extent that the Agent or such Issuing Bank
is not promptly reimbursed for such costs and expenses by the Borrowers or the Guarantor.


SECTION 9.05. Right
of Set-off. Upon either (a) the occurrence and during the continuance of any Event of Default under Section 6.01(a) or
6.01(e) or (b) (i) the occurrence and during the continuance of any other Event of Default and (ii) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable
pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to
or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter
existing under this Agreement and any Advance held by such Lender, whether or not such Lender shall have made any demand
under this Agreement or such Advance and although such obligations may be unmatured. Each Lender agrees promptly to notify
the Agent and the applicable Loan Party after any such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this
Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.


SECTION 9.06. Binding
Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction
of the conditions precedent set forth in Section 3.01) when it shall have been executed by each Loan Party and the Agent and
when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be
binding upon and inure to the benefit of the Loan Parties, the Agent and each Lender and their respective successors and assigns
and each Indemnified Party, except that no Loan Party shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of each of the Lenders.


SECTION 9.07. Assignments
and Participations. (a) Successors and Assigns Generally. No Lender or Issuing Bank may assign or otherwise transfer
any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this
Section 9.07, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 9.07, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 9.07 (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




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hereby, Participants to the extent provided in paragraph (d) of this Section 9.07 and, to the extent expressly contemplated hereby,
the Related Parties of each of the Agent, the Lenders and the Issuing Banks) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


(b)       Assignments
by Lenders and Issuing Banks. Any Lender or Issuing Bank may at any time assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of its Commitment (except that an Issuing Bank may
only assign all or a portion of its Unissued Letter of Credit Commitment and not its issued Letters of Credit) and the Advances
at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the
following conditions:


(i)       Minimum
Amounts.


(A) in the case
of an assignment of the entire remaining amount of the assigning Lender’s or Issuing Bank’s Commitment and/or the Advances
at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that
equal at least the amount specified in paragraph (b)(i)(B) of this Section 9.07 in the aggregate or in the case of an assignment
to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


(B) in any case
not described in paragraph (b)(i)(A) of this Section 9.07, the aggregate amount of the Commitment (which for this purpose includes
Advances outstanding and participations in Letters of Credit thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Advances of the assigning Lender or Issuing Bank subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000 or an integral multiple
of $1,000,000 in excess thereof, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the
Guarantor otherwise consents (each such consent not to be unreasonably withheld, delayed or conditioned).


(ii)       Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
or Issuing Bank’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis.


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


(A) the consent
of the Guarantor (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless (x) an Event of
Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to an Affiliate of a Lender or
an Approved Fund; provided that the Guarantor shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Agent within ten Business Days after having received notice thereof and provided, further,
that the Guarantor’s consent shall not be required during the primary syndication of the Facilities;


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


(C) the consent
of each Issuing Bank (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for any assignment
under the Revolving Credit Facility.




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


(v)       No
Assignment to Certain Persons. No such assignment shall be made to (A) the Guarantor or any of the Guarantor’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would be a Defaulting Lender or a Subsidiary of a Defaulting Lender or (C) any Person that was a Competitor as of the Trade Date
(in which case the provisions of Section 9.07(g) shall apply).


(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).


(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 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 Guarantor and the 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
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Issuing Bank and each
other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all
Advances and participations in Letters of Credit in accordance with its Ratable Share. 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 clause (vii), 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 Agent pursuant to paragraph (c) of this Section 9.07, 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 or Issuing Bank, as the case may be, under
this Agreement, and the assigning Lender or Issuing Bank thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement, such Lender or Issuing
Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11 and 9.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent
otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this Section 9.07(b) 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 paragraph (d) of
this Section 9.07 (except in the event that such assignment or transfer was to a person that was a Competitor as of the Trade Date
(in which case the provisions of Section 9.07(g) shall apply)).


(c)       Register.
The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders
and the Issuing Banks, and the Commitments of, and principal amounts of the Advances owing to, each Lender and Issuing Bank pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent
manifest error, and the Loan Parties, the Agent, the Lenders and the Issuing Banks shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender or an Issuing Bank, as the case may be, hereunder for all purposes




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of
this Agreement. The Register shall be available for inspection by any Loan Party, any Lender and any Issuing Bank, at any reasonable
time and from time to time upon reasonable prior notice. The Register is intended to cause the Notes and other obligations hereunder
to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and Proposed
Treasury Regulations Section 1.163-5(b) (or any amended or successor version) and within the meaning of Sections 163(f), 871(h)(2)
and 881(c)(2) of the Internal Revenue Code.


(d)       Participations.


(i) Any Lender
may at any time, without the consent of, or notice to, the Guarantor or the Agent, sell participations to any Person (other than
the Guarantor or any of the Guarantor’s Affiliates or Subsidiaries, a natural Person, or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural Person, any Defaulting Lender, or, unless the Guarantor’s
prior written consent is obtained and in accordance with the provisions of Section 9.07(g), a Competitor) (each buyer of a Participation,
a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Advances owing to it); provided that (A) such Lender’s obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations, and (C) the Loan Parties, the Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt,
each Lender shall be responsible for the indemnity under Section 9.04(e) with respect to any payments made by such Lender to its
Participant(s).


(ii)       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, waiver or consent 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 described in clause (a) of the first proviso of Section 9.01 that directly
affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Section 2.11 and
2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section 9.07; provided that such Participant agrees to be subject to the provisions of Sections 2.20 as if it were an
assignee under paragraph (b) of this Section 9.07. To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 9.05 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15
as though it were a Lender.


(e)       Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.11 and 2.14 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Guarantor’s prior written consent. A Participant that is organized
under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.14 unless the
Guarantor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers,
to comply with Section 2.14(e) as though it were a Lender.


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


(g)       No
Assignment or Participations to Competitors. No assignment or participation shall be made or sold, as applicable, to any Person
that was a Competitor as of the date (the “Determination Date”) on which the assigning or selling Lender entered
into a binding agreement to sell all or a portion of its rights and obligations under this Agreement to such Person or assign all
or a portion of its rights and obligations under this Agreement to such Person (unless the Guarantor has consented in writing to
such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered
a Competitor for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or
participant that becomes a



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Competitor
after the applicable Determination Date (including as a result of the delivery of a notice pursuant to, and/or the expiration
of the notice period referred to in, the definition of “Competitor”), (x) such assignee or participant shall not
retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Guarantor of an Assignment
and Assumption with respect to an assignee will not by itself result in such assignee no longer being considered a
Competitor. Any assignment or participation in violation of this Section 9.07(g) shall not be void, but the other provisions
of this Section 9.07(g) shall apply. If any assignment is made or any participation is sold to any Competitor without the
Guarantor’s prior written consent, or if any Person becomes a Competitor after the applicable Determination Date, the
Guarantor may, at its sole expense and effort, upon notice to the applicable Competitor and the Agent, (A) terminate any
Commitment of such Competitor and/or repay all obligations of the Borrowers owing to such Competitor in connection with such
Commitment and/or (B) require such Competitor to assign, without recourse (in accordance with and subject to the restrictions
contained in this Section 9.07), all of its interest, rights and obligations under this Agreement (including as a
participant) to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such
Competitor paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all
other amounts (other than principal amounts) payable to it hereunder; provided that the Guarantor shall not be liable for any
costs or expenses associated with terminating the Commitment of any Lender if the assignment made or participation sold to
such Lender was consummated without the Guarantor’s prior written consent and in violation of this Section 9.07.
Notwithstanding anything to the contrary contained in this Agreement, Competitors (A) will not (x) have the right to receive
information, reports or other materials provided to Lenders by the Borrowers, the Agent or any other Lender, (y) attend or
participate in meetings attended by the Lenders and the Agent, or (z) access any electronic site established for the Lenders
or confidential communications from counsel to or financial advisors of the Agent or the Lenders and (B) (x) for purposes of
any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the
Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement, each Competitor will be
deemed to have consented in the same proportion as the Lenders that are not Competitors consented to such matter, and (y) for
purposes of voting on any plan of reorganization or plan of liquidation pursuant to any debtor relief laws (a
“Plan”), each Competitor party hereto hereby agrees (1) not to vote on such Plan, (2) if such Competitor
does vote on such Plan notwithstanding the restriction in the foregoing sentence, such vote will be deemed not to be in good
faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in
any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or
rejected such Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor
relief laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable
court of competent jurisdiction) effectuating the foregoing sentence. The Agent shall have the right, and the Guarantor
hereby expressly authorizes the Agent, to (A) post the list of Competitors provided by the Guarantor and any updates thereto
from time to time (collectively, the “Competitor List”) on the Platform, including that portion of the
Platform that is designated for “public side” Lenders and/or (B) provide the Competitor List to each Lender
requesting the same. The Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or
participant is a Competitor or (y) have any liability with respect to any assignment or sale of a participation to a
Competitor.


SECTION 9.08. Confidentiality.
(a) Each of the Agent, the Lenders and the Issuing Banks agrees to maintain the confidentiality of the Confidential Information,
except that Confidential Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information
and instructed to keep such Confidential Information confidential), (b) to the extent required by applicable laws or regulations,
or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners), or by any subpoena or similar legal process, (c) to any other party
hereto, (d) in connection with the exercise of any remedies hereunder or under any Note or any action or proceeding between
or among the parties hereto relating to this Agreement or any Note or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section 9.08(a), to (i) any assignee of or participant
in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (ii) any actual
or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and
other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to



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a Loan
Party and its obligations, this Agreement or payments hereunder or to any credit insurance provider relating to a Loan Party and
its obligations hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with
the consent of the Guarantor or (h) to the extent such Confidential Information (x) becomes publicly available other
than as a result of a breach of this Section 9.08(a) or (y) becomes available to the Agent, any Lender, any Issuing Bank or
any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party. In addition, the Agent and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Agent or any Lender in connection with the administration
of this Agreement and the Commitments.


(b)       Any
Person required to maintain the confidentiality of Confidential Information as provided in Section 9.08(a) shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Confidential Information as such Person would accord to its own confidential information.


SECTION 9.09. Designated
Subsidiaries. (a) Designation. The Guarantor may at any time, and from time to time, upon not less than 10 Business
Days’ notice in the case of any Subsidiary so designated after the Restatement Date, notify the Agent that the Guarantor
intends to designate a Subsidiary as a “Designated Subsidiary” for purposes of this Agreement. On or after the date
that is 10 Business Days after such notice, upon delivery to the Agent and each Lender of a Designation Agreement duly executed
by the Guarantor and the respective Subsidiary and substantially in the form of Exhibit E hereto, such 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 Agent shall promptly notify each Lender of the Guarantor’s notice of such pending designation
by the Guarantor and the identity of the respective Subsidiary. Following the giving of any notice pursuant to this Section 9.09(a),
if the designation of such Designated Subsidiary obligates the Agent or any Lender to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not already available to it, the Guarantor
shall, promptly upon the request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested
by the Agent or any Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results
of all necessary “know your customer” or other similar checks under all applicable laws and regulations.


If the Guarantor
shall designate as a Designated Subsidiary hereunder any Subsidiary not organized under the laws of the United States of
America, a State of the United States of America or the District of Columbia, any Lender may, with notice to the Agent and
the Guarantor, fulfill its Revolving Credit Commitment by causing an Affiliate of such Lender to act as the Lender in respect
of such Designated Subsidiary.


As soon as practicable
after receiving notice and in any event no later than five Business Days after the delivery of such notice, from the Guarantor
or the Agent of the Guarantor’s intent to designate a Subsidiary as a Designated Subsidiary, that is organized under the
laws of a jurisdiction other than of the United States of America, a State of the United States of America or the District of Columbia,
any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Designated
Subsidiary, either directly or through an Affiliate of such Lender selected pursuant to the immediately preceding paragraph, or
whose internal policies prohibit lending to or establishing credit for entities organized under the laws of such jurisdiction (a
“Protesting Lender”) shall so notify the Guarantor and the Agent in writing. With respect to each Protesting
Lender, the Guarantor shall, effective on or before the date that such Designated Subsidiary shall have the right to borrow hereunder,
either (A) notify the Agent and such Protesting Lender that the Revolving Credit Commitments of such Protesting Lender shall be
terminated; provided that such Protesting Lender shall have received payment of an amount equal to the outstanding principal
of its Advances and/or Letter of Credit reimbursement obligations, accrued interest thereon, accrued fees and all other amounts
then payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Guarantor or the relevant Designated Subsidiary (in the case of all other amounts), or (B) cancel its request to designate
such Subsidiary as a “Designated Subsidiary” hereunder.


(b)       Termination.
Upon the payment and performance in full of all of the indebtedness, liabilities and other obligations under this Agreement and
the Notes of any Designated Subsidiary then, so long as at the time no Notice of Borrowing in respect of such Designated Subsidiary
is outstanding, such Subsidiary’s status as a “Designated Subsidiary” shall terminate upon notice to such effect
from the Agent to the Lenders (which notice



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the Agent shall give promptly upon its receipt of a request therefor from the Guarantor).
Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such Designated Subsidiary.


SECTION 9.10. Governing
Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.


SECTION 9.11. Execution
in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery
of a manually executed counterpart of this Agreement.


SECTION 9.12. Judgment.
(a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Agent could purchase Dollars with such other currency at Citibank’s
principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.


(b)       If
for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed Currency into
Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Agent could purchase such Committed Currency with Dollars at Citibank’s
principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.


(c)       The
obligation of the Borrowers in respect of any sum due from it in any currency (the “Primary Currency”) to
any Lender or the Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent
that on the Business Day following receipt by such Lender or the Agent (as the case may be), of any sum adjudged to be so due
in such other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures
purchase the applicable Primary Currency with such other currency; if the amount of the applicable Primary Currency so
purchased is less than such sum due to such Lender or the Agent (as the case may be) in the applicable Primary Currency, the
Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as
the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to
any Lender or the Agent (as the case may be) in the applicable Primary Currency, such Lender or the Agent (as the case may
be) agrees to remit to the applicable Borrower such excess.


SECTION 9.13. Jurisdiction,
Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, Borough
of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. The Loan Parties hereby agree that service of process in any such
action or proceeding brought in the any such New York State court or in such federal court may be made upon the Guarantor at its
offices at 1055 Washington Blvd, Stamford, Connecticut 06901, Attention: Rochelle Tarlowe, with a copy to 437 Madison Avenue, New
York, New York 10022 Attention: General Counsel, and the Loan Parties hereby irrevocably appoint the Guarantor its authorized agent
to accept such service of process, and agrees that the failure of the Guarantor to give any notice of any such service shall not
impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Loan
Party hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof
by any parties hereto by registered or certified mail, postage prepaid, to such Loan Party at its address specified pursuant to
Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.




    65


     


    



(b)       Each
of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


SECTION 9.14. Substitution
of Currency. If a change in any Committed Currency occurs pursuant to any applicable law, rule or regulation of any governmental,
monetary or multi-national authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate) will
be amended to the extent determined by the Agent (acting reasonably and in consultation with the Guarantor) to be necessary to
reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would
have been in if no change in such Committed Currency had occurred.


SECTION 9.15. No
Liability of the Issuing Banks The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee
of any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor any of its officers or
directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions
of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of
any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent
or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any
other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the applicable
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to such Borrower, to the extent
of any direct, but not consequential, damages suffered by such Borrower that were caused by (i) such Issuing Bank’s
willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the
terms of such Letter of Credit or (ii) such Issuing Bank’s grossly negligent or willful failure to make lawful payment
under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and
conditions of the Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of
a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


SECTION 9.16. Patriot
Act. Each Lender hereby notifies each Loan Party 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”), it is required to obtain, verify and record
information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information
that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.


SECTION 9.17. No
Fiduciary Duty. Each Loan Party agrees that in connection with all aspects of the transactions contemplated hereby and any
communications in connection therewith, such Loan Party and its Affiliates, on the one hand, and the Agent, the lead arrangers
and book managers, the syndication agents, the documentation agents, the Issuing Banks, the Lenders and their respective Affiliates,
on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the
part of the Agent, the lead arrangers and book managers, the syndication agents, the documentation agents, the Issuing Banks, the
Lenders and their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions
or communications.


SECTION 9.18. Acknowledgement
and Consent to Bail-In of Affected Financial Institutions . Notwithstanding anything to the contrary in this Agreement 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 hereunder, to the extent such liability is unsecured, may be subject to the Write-Down
and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound
by:



    66


     


    



(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 party hereto that is an Affected Financial Institution; and


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


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


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


(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.


As used in this Agreement,
the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


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


“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).


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
a 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.


“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.


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




    67


     


    



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


“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.




    68


     


    

 


SECTION 9.19. Waiver of Jury
Trial. Each of the Loan Parties, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes
or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


OMNICOM CAPITAL
INC., as Borrower


	 	By: /s/ Rochelle M. Tarlowe
	 	Name:  Rochelle
    M. Tarlowe
	 	Title:    President
    and Chief Executive Officer
	 	OMNICOM
    FINANCE LIMITED, as Borrower
	 	By: /s/ Rochelle M. Tarlowe
	 	Name:  Rochelle
    M. Tarlowe
	 	Title:    Director
	 	OMNICOM
    GROUP INC., as Guarantor
	 	By: /s/ Philip J. Angelastro
	 	Name:  Philip
    J. Angelastro
	 	Title:   Executive
    Vice President and Chief Financial
	 	Officer
	 	 
	 	CITIBANK,
    N.A., as Agent
	 	By: /s/ Carolyn Kee
	 	Name:  Carolyn
    Kee
	 	Title:    Vice
    President


 




    Omnicom: Second Amended and Restated Five Year Credit Agreement


    


    

 


	 	CITIBANK, N.A.
	 	 
	 	By: /s/ Carolyn Kee
	 	Name:  Carolyn Kee
	 	Title:    Vice President
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By: /s/ Bruce S. Borden
	 	Name:  Bruce S. Borden
	 	Title:    Executive Director
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By: /s/ Nicholas Grocholski
	 	Name:  Nicholas Grocholski
	 	Title:    Director
	 	BANK OF AMERICA, N.A.
	 	 
	 	By: /s/ Jonathan Tristan
	 	Name:  Jonathan Tristan
	 	Title:    Vice President
	 	BARCLAYS BANK PLC
	 	By: /s/ Amir Barash
	 	Name:  Amir Barash 
	 	Title:    Director
	 	BNP PARIBAS
	 	 
	 	By: /s/ Maria Mulic
	 	Name:  Maria Mulic
	 	Title:    Managing Director
	 	By: /s/ Andrew Strait
	 	Name:  Andrew Strait
	 	Title:    Managing Director
	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	By: /s/ Ming K Chu
	 	Name:  Ming K Chu
	 	Title:    Director
	 	By: /s/ Marko Lukin
	 	Name:  Marko Lukin
	 	Title:    Vice President




    Omnicom: Second Amended and Restated Five Year Credit Agreement


    


    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	By: /s/ Iain Stewart
	 	Name: Iain Stewart
	 	Title:   Managing Director
	 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
	 	By: /s/ Cara Younger
	 	Name:  Cara Younger
	 	Title:    Executive Director
	 	By: /s/ Miriam Trautmann
	 	Name:  Miriam Trautmann
	 	Title:    Senior Vice President
	 	ING BANK N.V., DUBLIN BRANCH
	 	By: /s/ Rosemary Healy
	 	Name:  Rosemary Healy
	 	Title:    Vice President
	 	By: /s/ Padraig Matthews
	 	Name:  Padraig Matthews
	 	Title:    Director
	 	MIZUHO BANK, LTD.
	 	By: /s/ Tracy Rahn
	 	Name:  Tracy Rahn
	 	Title:    Authorized Signatory
	 	MUFG BANK, LTD.
	 	By: /s/ Dana McDougall
	 	Name:  Dana McDougall
	 	Title:    Vice President
	 	SOCIETE GENERALE
	 	By: /s/ Andrew Johnman
	 	Name:  Andrew Johnman
	 	Title:    Managing Director
	 	SUMITOMO MITSUI BANKING CORPORATION
	 	By: /s/ Michael Maguire
	 	Name:  Michael Maguire
	 	Title:    Managing Director




    Omnicom: Second Amended and Restated Five Year Credit Agreement


    


    

 


	 	TD BANK, N.A.
	 	By: /s/ Matt Waszmer
	 	Name:  Matt Waszmer
	 	Title:    Senior Vice President
	 	U.S. BANK NATIONAL ASSOCIATION
	 	By: /s/ Kelsey E. Hehman
	 	Name:  Kelsey E. Hehman
	 	Title:    Assistant Vice President
	 	INTESA SANPAOLO S.P.A. 
	 	By: /s/ Glen Binder
	 	Name:  Glen Binder
	 	Title:    Global Relationship Manager
	 	By: /s/ Jennifer Feldman Facciola
	 	Name:  Jennifer Feldman Facciola
	 	Title:    Vice President
	 	ROYAL BANK OF CANADA
	 	By: /s/ Greg Lagerquist
	 	Name:  Greg Lagerquist
	 	Title:    Vice President, CCGF
	 	STANDARD CHARTERED BANK
	 	By: /s/ Guilherme Domingos
	 	Name:  Guilherme Domingos – A3553
	 	Title:    Director
	 	THE BANK OF NOVA SCOTIA
	 	By: /s/ Kevin D. McCarthy
	 	Name:  Kevin  McCarthy
	 	Title:    Director
	 	THE NORTHERN TRUST COMPANY
	 	By: /s/ Eric Siebert
	 	Name:  Eric Siebert
	 	Title:    SVP




    Omnicom: Second Amended and Restated Five Year Credit Agreement


    


    

	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 	By: /s/ Robert Grillo
	 	Name:  Robert Grillo
	 	Title:    Director
	 	BANK OF CHINA, NEW YORK BRANCH
	 	By: /s/ Raymond Qiao
	 	Name:  Raymond Qiao
	 	Title:    Executive Vice President
	 	DANSKE BANK A/S
	 	By: /s/ Jesper Larsen
	 	Name:  Jesper Larsen
	 	Title:    Senior Loan Manager
	 	By: /s/ Gert Carstens
	 	Name:  Gert Carstens
	 	Title:    Senior Loan Manager
	 	NATIONAL AUSTRALIA BANK LIMITED
	 	By: /s/ Nicholas Woutas
	 	Name:  Nicholas Woutas
	 	Title:    Head of Credit Portfolios
	 	UNICREDIT BANK AG, NEW YORK BRANCH
	 	By: /s/
    Kimberly Sousa
	 	Name:  Kimberly Sousa
	 	Title:    Managing Director
	 	By: /s/ Thomas Petz
	 	Name:  Thomas Petz
	 	Title:    Director
	 	WESTPAC BANKING CORPORATION
	 	By: /s/ Daniel Sutton
	 	Name:  Daniel Sutton
	 	Title:    Tier Two Attorney








    Omnicom: Second Amended and Restated Five Year Credit Agreement


    


    

SCHEDULE I


OMNICOM GROUP


SECOND AMENDED AND RESTATED
FIVE YEAR CREDIT AGREEMENT


COMMITMENTS OF INITIAL
LENDERS AND INITIAL ISSUING BANKS; DTTP NUMBERS


	Name of Initial Lender/Initial Issuing Bank	Revolving Credit Commitment	Letter of Credit Commitment	Double Tax Treaty Passport Scheme Reference Number and Jurisdiction of Tax Residence (if applicable)
	Citibank, N.A.	$183,333,334	$33,333,334	13/C/62301/DTTP (USA)
	JPMorgan Chase Bank, N.A.	$183,333,333	$33,333,333	13/M/0268710/DTTP (USA)
	Wells Fargo Bank, National Association	$183,333,333	$33,333,333	13/W/61173/DTTP (USA)
	Bank of America, N.A.	$150,000,000	 	13/B/7418/DTTP (USA)
	Barclays Bank PLC	$150,000,000	 	N/A
	BNP Paribas	$150,000,000	 	5/B/255139/DTTP (France)
	Deutsche Bank AG New York Branch	$150,000,000	 	07/D/70006/DTTP (Germany)
	HSBC Bank USA, National Association	$150,000,000	 	13/H/314375/DTTP (USA)
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$100,000,000	 	9/B/75354/DTTP (Spain)
	ING Bank N.V., Dublin Branch	$100,000,000	 	12/l/371270/DTTP (Ireland)1
	Mizuho Bank, Ltd.	$100,000,000	 	43/M/274822/DTTP (Japan)
	MUFG Bank, Ltd.	$100,000,000	 	43/M/322072/DTTP (Japan)
	Societe Generale	$100,000,000	 	5/S/7085/DTTP (France)
	Sumitomo Mitsui Banking Corporation	$100,000,000	 	43/S/274647/DTTP (Japan)
	TD Bank, N.A.	$100,000,000	 	13/T/358618/DTTP (USA)
	U.S. Bank National Association	$100,000,000	 	13/U/62184/DTTP (USA)
	Intesa Sanpaolo S.p.A. - New York Branch	$50,000,000	 	41/I/370506/DTTP (Italy)





1
The listed DTTP number is for ING (Ireland) DAC. Advances to OFL will be made by ING (Ireland) DAC.


    1 
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

 


	Royal Bank of Canada	$50,000,000	 	3/R/70780/DTTP (Canada)
	Standard Chartered Bank	$50,000,000	 	N/A
	The Bank of Nova Scotia	$50,000,000	 	3/T/366714/DTTP (Canada)
	The Northern Trust Company	$50,000,000	 	13/N/60122/DTTP (USA)
	Australia and New Zealand Banking Group Limited	$25,000,000	 	2/A/204986/ DTTP (Australia)
	Bank of China, New York Branch	$25,000,000	 	23/B/368424/DTTP (China)
	Danske Bank A/S	$25,000,000	 	08/D/316495/DTTP (Denmark)
	National Australia Bank Limited	$25,000,000	 	2/N/11208/DTTP (Australia)
	UniCredit Bank AG, New York Branch	$25,000,000	 	7/U/237605/DTTP (Germany)
	Westpac Banking Corporation	$25,000,000	 	2/W/313837/ DTTP (Australia)
	Total of Commitments:	$2,500,000,000	$100,000,000	 


 


 




    2 
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

SCHEDULE 2.01(b)


EXISTING LETTERS OF
CREDIT


None.


 




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

SCHEDULE 3.01(b)


DISCLOSED LITIGATION


None.


 




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

SCHEDULES 5.02(a)
AND 5.02(d)


 


	
        EXISTING LIENS AND EXISTING DEBT

         

	 	 	 	 
	Obligations under Finance Leases	Various	 	$127,500,000
	 	 	 	 


 


Lien number 0002484631
against OCI in favor of the State of Connecticut Department of Labor filed on October 23, 2007 in connection with an amount due
and owing of $2,752.88.


 




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT A - FORM OF


PROMISSORY NOTE


	U.S.$_______________	Dated: _______________, 20__



 


FOR VALUE RECEIVED,
the undersigned, [NAME OF BORROWER], a [__________ corporation][private limited company organized under the laws of England and
Wales], (the “Borrower”), HEREBY PROMISES TO PAY to _________________________ (the “Lender”)
for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below)
applicable to the Lender the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate
principal amount of the Advances made by the Lender to the Borrower pursuant to the Second Amended and Restated Five Year Credit
Agreement dated as of February 14, 2020 among the Borrowers referred to therein (including the undersigned), the Guarantor, the
financial institutions party thereto and Citibank, N.A., as Agent for the Lender and the other financial institutions party thereto
(as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein
defined) outstanding on the Termination Date applicable to the Lender.


The Borrower promises
to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and at such times, as are specified in the Credit Agreement.


Both principal and
interest in respect of each Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at
its account maintained at 388 Greenwich Street, New York, New York 10013, in same day funds and (ii) in any Committed Currency
are payable in such currency at the applicable Payment Office in same day funds. Each Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior
to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.


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


This Promissory Note
is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other
things, (i) provides for the making of Advances by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding, subject to Section 2.10(b) of the Credit Agreement, 103% of the Dollar amount first above mentioned,
the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, (ii) contains provisions
for determining the Dollar Equivalent of Advances denominated in Committed Currencies and (iii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior
to the maturity hereof upon the terms and conditions therein specified.




    Exhibit A-1
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

 


[NAME OF BORROWER] 


 


 


 By__________________




Title:




    Exhibit A-2
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

ADVANCES AND PAYMENTS
OF PRINCIPAL


	
         

        Date
	
         

        Amount of

        Advance
	
        Amount of

        Principal Paid

        or Prepaid
	
         

        Unpaid Principal

        Balance
	
         

        Notation

        Made By

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




    Exhibit A-3
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT B - FORM OF NOTICE OF


BORROWING


Citibank, N.A., as Agent


for the Lenders parties


to the Credit Agreement


referred to below


1615 Brett Road, Building #3


New Castle, Delaware 19720


[Date]


Attention: Bank Loan
Syndications Department


Ladies and Gentlemen:


The undersigned, [NAME
OF BORROWER], (the “Borrower”), refers to the Second Amended and Restated Five Year Credit Agreement, dated
as of February 14, 2020 (as amended or modified from time to time, the “Credit Agreement”, the terms defined
therein being used herein as therein defined), among the Borrowers referred to therein (including the undersigned), the Guarantor,
the financial institutions party thereto and Citibank, N.A., as Agent for the Lenders, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.02(a) of the Credit Agreement:


(i)       The
Business Day of the Proposed Borrowing is _______________, 20__.


(ii)       The
Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].


(iii)       The
aggregate amount of the Proposed Borrowing is [$_______________][for a Borrowing in a Committed Currency, list currency and amount
of Borrowing].


[(iv)The
initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is _____ month[s]. [If twelve
months is selected, specify alternate Interest Period of one, two, three or six months.]]


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:


(A)       the
representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in
the last sentence of subsection (e) thereof and in subsection (f)(i) thereof)) [and in the Designation Agreement for
the undersigned]2, are correct, before and after giving effect to the Proposed Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date; and


 




2 Include
the bracketed language if the requesting Borrower is a Designated Subsidiary.



    Exhibit B-1 
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

(B)       no
event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom,
that constitutes a Default.


Very truly yours,


[NAME OF BORROWER]


 


 


 By__________________




Title:


 




    Exhibit B-2 
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

CUSIP Number:___________________


EXHIBIT C - FORM
OF


ASSIGNMENT AND ASSUMPTION


Assignment
and Assumption


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.


 


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


 


		1.	Assignor[s]:                        ________________________________



 


______________________________


[Assignor [is] [is not] a Defaulting
Lender]


 


		2.	Assignee[s]:                       ______________________________



 


 


 


 




1
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


2 For bracketed language
here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed
language. If the assignment is to multiple Assignees, choose the second bracketed language.


3
Select as appropriate.


4
Include bracketed language if there are either multiple Assignors or multiple Assignees.



    Exhibit C-1
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

______________________________


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


 


		3.	Borrower(s):                        ______________________________



 


		4.	Administrative Agent:      Citibank, N.A., as the administrative agent under the Credit Agreement



 


		5.	Credit Agreement:          	The Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 among Omnicom Capital Inc. and Omnicom
Finance Limited, as Initial Borrowers, Omnicom Group Inc., as Guarantor, the financial institutions party thereto and Citibank,
N.A, as Agent for the Lenders



 


		6.	Assigned Interest[s]:



 


	Assignor[s]5	Assignee[s]6	Facility
    Assigned7	Aggregate
    Amount of Commitment/ Advances for all Lenders8	Amount of Commitment/Advances Assigned8	Percentage
    Assigned of Commitment/

    Advances9	CUSIP Number
	 	 	 	$	$	%   	 
	 	 	 	$	$	%   	 
	 	 	 	$	$	%  	 


 


		[7.	Trade Date:                     ______________]10



 


 


 


 


 






5
List each Assignor, as appropriate.


6
List each Assignee, as appropriate.


7
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this
Assignment (e.g., “Revolving Credit Commitment,” “Letter of Credit Commitment,” etc.)


8
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and
the Effective Date.


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


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


    Exhibit C-2
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

 


 


 


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


 


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


 


ASSIGNOR[S]11


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


[NAME OF ASSIGNOR]


 


 


By:______________________________


Title:


 


ASSIGNEE[S]12


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


 


[NAME OF ASSIGNEE]


 


 


By:______________________________


Title:


 


[Consented to and]13
Accepted:


 


[NAME OF ADMINISTRATIVE AGENT], as


Administrative Agent


 


 


By: _________________________________


Title:


 


[Consented to:]14


 


 


 


 




11 Add
additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


12 Add
additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


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


14 To
be added only if the consent of the Guarantor and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit
Agreement.


    Exhibit C-3
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

 


[NAME OF RELEVANT PARTY]


 


 


By: ________________________________


Title:


 


 




    Exhibit C-4
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

ANNEX 1


 


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


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


 


1.2.       Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) of the
Credit Agreement (subject to such consents, if any, as may be required under Section 9.07(b)(iii) of the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other documents and information as
it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is organized under the laws of a
jurisdiction outside of the United States, attached to the Assignment and Assumption is any documentation required to be delivered
by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement are required to be performed by it as a Lender.


 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued
prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments
by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between
themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts
paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 




    Exhibit C-5
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

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


 


 


 




    Exhibit C-6
Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT D-1


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference
is hereby made to the Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance
Limited, Omnicom Group Inc., the financial institutions party thereto and Citibank, N.A., as Agent for the Lenders.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Advances(s) (as well as any Note(s) evidencing such Advances(s)) in respect of which it is providing this
certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten
percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not
a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


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


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


 


 


	[NAME OF LENDER]
	By:                                                     
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT
D-2


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference
is hereby made to the Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance
Limited, Omnicom Group Inc., the financial institutions party thereto and Citibank, N.A., as Agent for the Lenders.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning
of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code.


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


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	By:                                                       
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT
D-3


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference
is hereby made to the Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance
Limited, Omnicom Group Inc., the financial institutions party thereto and Citibank, N.A., as Agent for the Lenders.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described
in Section 881(c)(3)(C) of the Internal Revenue Code.


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


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	[NAME OF PARTICIPANT]
	By:                                                         
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT
D-4


[FORM
OF] 


U.S.
TAX COMPLIANCE CERTIFICATE


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


 


Reference
is hereby made to the Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Omnicom Capital Inc., Omnicom Finance
Limited, Omnicom Group Inc., the financial institutions party thereto and Citibank, N.A., as Agent for the Lenders.


Pursuant
to the provisions of Section 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Advances(s) (as well as any Note(s) evidencing such Advances(s)) in respect of which it is providing this certificate, (ii)
its direct or indirect partners/members are the sole beneficial owners of such Advances(s) (as well as any Note(s) evidencing such
Advances(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any
of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal
Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code.


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


Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


	 [NAME OF LENDER]
	By:                                                 
	 	Name:  
	 	Title:  


Date: ________ __, 20[ ]




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

EXHIBIT E - FORM OF


DESIGNATION AGREEMENT


[DATE]


To each of the Lenders


parties to the Credit Agreement


(as defined below) and to Citibank, N.A.


as Agent for such Lenders


Ladies and Gentlemen:


Reference is made
to the Second Amended and Restated Five Year Credit Agreement dated as of February 14, 2020 among Omnicom Capital Inc., Omnicom
Finance Limited, Omnicom Group Inc. (the “Guarantor”), the financial institutions party thereto and Citibank,
N.A., as Agent for the Lenders (the “Credit Agreement”). Terms used herein and defined in the Credit Agreement
shall have the respective meanings ascribed to such terms in the Credit Agreement.


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


The Designated Subsidiary,
in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions set forth in the
Credit Agreement, does hereby assume each of the obligations imposed upon a “Designated Subsidiary” and a “Borrower”
under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing,
the Designated Subsidiary hereby represents and warrants to each Lender as follows:


(a)       The
Designated Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of ______________________.


(b)       The
execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit Agreement and the Notes
to be delivered by it are within the Designated Subsidiary’s corporate or organizational, as applicable, powers, have been
duly authorized by all necessary corporate or organizational, as applicable, action and do not contravene (i) the Designated Subsidiary’s
charter or by-laws (or the equivalent thereof) or (ii) any law, rule or regulation applicable to the Designated Subsidiary
or (iii) any material contractual or legal restriction binding on the Designated Subsidiary. The Designation Agreement and
the Notes delivered by it have been duly executed and delivered on behalf of the Designated Subsidiary.


(c)       No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Designated Subsidiary of this Designation Agreement, the Credit
Agreement or the Notes to be delivered by it.


(d)       This
Designation Agreement is, and the Notes to be delivered by the Designated Subsidiary when delivered will be, legal, valid and binding
obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms.


(e)       There
is no pending or, to the knowledge of the Designated Subsidiary, threatened action, suit, investigation or proceeding affecting
the Designated Subsidiary or any of




    Omnicom: Second Amended and Restated Five Year Credit Agreement


     


    

its Subsidiaries before any court,
governmental agency or arbitrator that purports to affect the legality, validity or enforceability of this Designation Agreement,
the Credit Agreement or any Note of the Designated Subsidiary.


[(f)The information included
in the Beneficial Ownership Certification provided by the Designated Subsidiary to any Lender pursuant to the provisions of the
Credit Agreement is true and correct in all respects as of the date hereof.]


The Designated Subsidiary
hereby agrees that service of process in any action or proceeding brought in any New York State court or in federal court may be
made upon the Guarantor at its offices at __________, Attention: __________ (the “Process Agent”) and the Designated
Subsidiary hereby irrevocably appoints the Process Agent to give any notice of any such service of process, and agrees that the
failure of the Process Agent to give any notice of any such service that the Process Agent receives shall not impair or affect
the validity of such service or of any judgment rendered in any action or proceeding based thereon.


The Guarantor hereby
accepts such appointment as Process Agent and agrees with you that (i) the Guarantor will maintain an office in each of New York,
New York and Stamford, Connecticut through the Termination Date and will give the Agent prompt notice of any change of address
of the Guarantor, (ii) the Guarantor will perform its duties as Process Agent to receive on behalf of the Designated Subsidiary
service of copies of the summons and complaint and any other process that are served upon the Guarantor as Process Agent in any
action or proceeding in any New York State or federal court sitting in New York City arising out of or relating to the Credit Agreement
and (iii) the Guarantor will forward forthwith to the Designated Subsidiary at its address at ___________________ or, if different,
its then current address, copies of any summons, complaint and other process which the Guarantor received in connection with its
appointment as Process Agent.


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


Very truly yours,


OMNICOM GROUP INC.


 


By _________________________


Name:


Title:


 


[THE DESIGNATED SUBSIDIARY]


By__________________________


Name:


Title:


 



    Omnicom: Second Amended and Restated Five Year Credit Agreement