Exhibit 10.1





 


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


This FOURTH AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 25, 2014 (the “Fourth Amendment
Effective Date”) among INNERWORKINGS, INC., a Delaware corporation (the “Borrower”), the Lenders party
hereto and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”), Swing
Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Borrower,
the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of August 2, 2010 (as previously
amended and modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrower
is requesting that the Administrative Agent and the Lenders modify certain provisions of the Credit Agreement; and


 


WHEREAS, the Administrative
Agent, Swing Line Lender, L/C Issuer and the Lenders have agreed to amend certain terms of the Credit Agreement on the terms, and
subject to the conditions, set forth below.


 


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


 


AGREEMENT


 


1.           Amendment.
Effective upon satisfaction of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement (excluding
the Schedules and Exhibits thereto, except as provided in the following sentence) is hereby amended and restated
in its entirety as set forth in Annex A attached hereto. The Schedules to the Credit Agreement are hereby deleted
in their respective entireties and replaced with the Schedules in the respective forms attached as Annex B hereto.
Exhibits 2.02 and 7.01 are hereby deleted in their respective entireties and replaced with Exhibits 2.02 and
7.01 in the respective forms attached as Annex C hereto. A new Exhibit 2.05 in the form of Annex D
hereto is hereby added to the Credit Agreement. As so amended, the Credit Agreement shall continue in full force and effect.


 


2.           Effectiveness;
Conditions Precedent. This Amendment shall become effective upon satisfaction of the following conditions precedent:


 


(a)           Execution
of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively
shall have been duly executed on behalf of each of the Loan Parties and the Lenders.


 


(b)           Opinions
of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the Loan Parties, addressed
to the Administrative Agent and each Lender, dated as of the date hereof, and in form and substance reasonably satisfactory to
the Administrative Agent.


 


(c)           No
Material Adverse Effect. There shall not have occurred, since March 31, 2014, any event or condition that could reasonably
be expected to have Material Adverse Effect.


 




    	 



    	 



    

 


(d)           Organization
Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)           copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary
or assistant secretary of such Loan Party to be true and correct as of the Fourth Amendment Effective Date;


 


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


 


(iii)        such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.


 


(e)           Security.
The Administrative Agent shall have received the following:


 


(i)           UCC
financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to
perfect the Administrative Agent’s security interest in the Collateral;


 


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


 


(iii)        all
certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement,
together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests
of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under
the law of the jurisdiction of organization of such Person) unless the Subsidiary whose Equity Interests are pledged has been dissolved.


 


(f)           Lender/Administrative
Agent Fees. The Borrower shall have paid (i) to the Administrative Agent, for the account of each Lender, all agreed upfront
fees due and payable to such Persons on the date hereof and (ii) to the Administrative Agent and the Arrangers, all fees due and
payable to the Administrative Agent on the date hereof.


 


(g)           Attorney
Costs. The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (“Attorney
Costs”) to the extent invoiced prior to or on the Fourth Amendment Effective Date, plus such additional amounts of Attorney
Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent).


 




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(h)           Other.
The Administrative Agent and the Lenders shall have received such other documents, instruments, agreements and information as reasonably
requested by the Administrative Agent or any Lender.


 


Without limiting
the generality of the provisions of Section 10.03 of the Credit Agreement, for purposes of determining compliance with
the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof
specifying its objection thereto.


 


3.           Joinder
of New Guarantor. Eyelevel, Inc., an Oregon corporation (the “New Guarantor”), hereby agrees as follows
with the Administrative Agent, for the benefit of the Lenders:


 


(a)           The
New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Guarantor will be deemed
to be a party to the Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and shall have all
of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Guarantor hereby ratifies, as
of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained
in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 3(a), the New Guarantor hereby
jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in
Article IV of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms
thereof.


 


(b)           The
New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Guarantor will be deemed
to be a party to the Security Agreement, and shall have all the obligations of an "Obligor" (as such term is defined
in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Guarantor hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without
limiting generality of the foregoing terms of this paragraph 3(b), the New Guarantor hereby grants to the Administrative Agent,
for the benefit of the Lenders, a continuing security interest in, and a right of set off against any and all right, title and
interest of the New Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of
the New Guarantor. The New Guarantor hereby represents and warrants to the Administrative Agent that:


 


(i)           The
New Guarantor’s chief executive office, tax payer identification number, organization identification number, and chief place
of business are (and for the prior four months have been) located at the locations set forth on Schedule 6.18(c) to the Credit
Agreement and the New Guarantor keeps its books and records at such locations.


 


(ii)         The
New Guarantor’s legal name and jurisdiction of organization is as shown in this Agreement and the New Guarantor has not in
the past four months changed its name, been party to a merger, consolidation or other change in structure or used any tradename
except as set forth in Schedule 6.18(d) to the Credit Agreement.


 




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(iii)        The
patents, copyrights, and trademarks listed on Schedule 6.18(a) to the Credit Agreement constitute all of the registrations
and applications for the patents, copyrights and trademarks owned by the New Guarantor.


 


(iv)        The
deposit accounts and investment accounts listed on Schedule 6.18(e) to the Credit Agreement constitute all of the deposit accounts
and investment accounts owned by the New Guarantor.


 





(c)           The
address of the New Guarantor for purposes of all notices and other communications is shall be the address of the Borrower set forth
on Schedule 11.02 to the Credit Agreement.


 


(d)           The
New Guarantor hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Guarantor under Article
IV of the Credit Agreement upon the execution of this Amendment by the New Guarantor.


 


4.           New
Lenders.


 


(a)U.S.
Bank National Association (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on
Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender shall be as set forth therein.


 


(b)The
New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents,
if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Fourth Amendment Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender
thereunder, (iv) 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 7.01 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (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 Amendment, and (vii) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


(c)The
Borrower agrees that, as of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and the other Loan
Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have
the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.


 


(d)The
applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.02 of the Credit
Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative
Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated
by the New Lender in a notice to the Administrative Agent.


 




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5.           Ratification
of Credit Agreement. The term “Credit Agreement” as used in each of the Loan Documents shall hereafter mean the
Credit Agreement as amended and modified by this Amendment. Except as herein specifically agreed, the Credit Agreement, as amended
by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect according to its terms. The Loan
Parties acknowledge and consent to the modifications set forth herein and agree that this Amendment does not impair, reduce or
limit any of their obligations under the Loan Documents (including, without limitation, the indemnity obligations set forth therein)
and that, after the date hereof, this Amendment shall constitute a Loan Document. Notwithstanding anything herein to the contrary
and without limiting the foregoing, each of the Guarantors reaffirm their guaranty obligations set forth in the Loan Agreement.


 


6.           Authority/Enforceability.
Each of the Loan Parties represents and warrants as follows:


 


(a)           It
has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


 


(b)           This
Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforceability may be subject to (i) Debtor Relief Laws and (ii) general
principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


(c)           No
consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority
or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.


 


(d)           The
execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its Organization Documents
or (ii) materially violate, contravene or conflict with any Laws applicable to it.


 


7.           Representations.
The Loan Parties represent and warrant to the Lenders that the representations and warranties of the Loan Parties set forth in
Article VI of the Credit Agreement are true and correct in all material respects on and as of the date of such Credit Extension,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true
and correct in all material respects as of such earlier date.


 


8.           Counterparts/Telecopy.
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy
or other electronic imaging means (i.e., .pdf) shall be effective as an original.


 


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


 




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IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered and this Amendment shall
be effective as of the Fourth Amendment Effective Date.


 


	BORROWER:	 	INNERWORKINGS, INC,
	 	 	a Delaware corporation
	 	 	 
	 	 	By:	/s/ Joseph Busky
	 	 	Name: Joseph Busky
	 	 	Title:   Chief Financial Officer and Secretary
	 	 	 
	NEW GUARANTOR:	 	EYELEVEL, INC.,
	 	 	an Oregon corporation
	 	 	 
	 	 	By:	/s/ Tomas Baca
	 	 	Name: Tomas Baca
	 	 	Title: President
	 	 	 
	ADMINISTRATIVE AGENT:	 	bank of america, n.a.,
	 	 	as Administrative Agent
	 	 	 
	 	 	By:	/s/ Rosanne Parsill
	 	 	Name: Rosanne Parsill
	 	 	Title: Vice President
	 	 	 
	LENDERS:	 	bank of america, n.a.,
	 	 	as a Lender, an L/C Issuer and the Swing Line Lender
	 	 	 
	 	 	By:	/s/ Carlos Morales
	 	 	Name: Carlos Morales
	 	 	Title: Senior Vice President


 


[signatures continue on next page]


INNERWORKINGS, INC.


FOURTH AMENDMENT TO CREDIT AGREEMENT


 


 




    	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Jonathan M. Deck
	 	Name: Jonathan M. Deck
	 	Title: Authorized Officer
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	/s/ Adam Macklin
	 	Name: Adam Macklin
	 	Title: Assistant Vice President
	 	 
	 	ASSOCIATED BANK, N.A.,
	 	as a Lender
	 	 
	 	By:	/s/ Lynnette Ritter
	 	Name: Lynnette Ritter
	 	Title: Vice President
	 	 
	 	THE NORTHERN TRUST COMPANY,
	 	as a Lender
	 	 
	 	By:	/s/ M. Scott Randall
	 	Name: M. Scott Randall
	 	Title: Second Vice President
	 	 
	NEW LENDER:	U.S. BANK NATIONAL ASSOCIATION,
	 	as New Lender
	 	 
	 	By:	/s/ Robert Choi
	 	Name: Robert Choi
	 	Title: Vice President


 


INNERWORKINGS, INC.


FOURTH AMENDMENT TO CREDIT AGREEMENT


 




    	 



    	 



    

 







 


Published CUSIP Number: 45778DAA4








 



 


ANNEX A TO FOURTH AMENDMENT


 


CREDIT AGREEMENT


 


Dated as of August 2, 2010


 


among


 


INNERWORKINGS, INC,


as the Borrower,


 


THE SUBSIDIARIES OF THE BORROWER IDENTIFIED
HEREIN,


as the Guarantors,


 


BANK OF AMERICA, N.A.,


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


 


PNC BANK, NATIONAL ASSOCIATION,


as Syndication Agent,


 


JPMORGAN CHASE BANK, N.A. and ASSOCIATED
BANK, N.A.,


as Co-Documentation Agents


 


and


 


THE OTHER LENDERS PARTY HERETO


 


Arranged By:


 


BANK OF AMERICA MERRILL LYNCH AND PNC CAPITAL
MARKETS LLC,


as Joint Lead Arranger and Bookrunner


 








 








    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	25
	1.03	Accounting Terms	25
	1.04	Rounding	26
	1.05	Times of Day	26
	1.06	Letter of Credit Amounts	26
	1.07	Exchange Rates; Currency Equivalents	26
	1.08	Additional Alternative Currencies	27
	1.09	Change of Currency	28
	 	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	29
	 	 	 
	2.01	Revolving Loans	29
	2.02	Borrowings, Conversions and Continuations of Loans	30
	2.03	Letters of Credit	32
	2.04	Swing Line Loans	41
	2.05	Prepayments	44
	2.06	Termination or Reduction of Aggregate Revolving Commitments	45
	2.07	Repayment of Loans	45
	2.08	Interest	45
	2.09	Fees	46
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	47
	2.11	Evidence of Debt	47
	2.12	Payments Generally; Administrative Agent’s Clawback	48
	2.13	Sharing of Payments by Lenders	50
	2.14	Cash Collateral	50
	2.15	Defaulting Lenders	51
	 	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	53
	 	 	 
	3.01	Taxes	53
	3.02	Illegality	57
	3.03	Inability to Determine Rates	58
	3.04	Increased Costs	58
	3.05	Compensation for Losses	60
	3.06	Mitigation Obligations; Replacement of Lenders	60
	3.07	Survival	61
	 	 
	ARTICLE IV GUARANTY	61
	 	 	 
	4.01	The Guaranty	61
	4.02	Obligations Unconditional	61
	4.03	Reinstatement	62
	4.04	Certain Additional Waivers	62
	4.05	Remedies	63
	4.06	Rights of Contribution	63
	4.07	Guarantee of Payment; Continuing Guarantee	63
	4.08	Discharge Only Upon Payment in Full	63
	4.09	Keepwell	63


 




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	4.10	Appointment of Borrower	64
	 	 
	ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	64
	 	 	 
	5.01	Conditions of Effectiveness	64
	5.02	Conditions to all Credit Extensions	66
	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	66
	 	 	 
	6.01	Organization; Powers; Subsidiaries	66
	6.02	Authorization; Enforceability	67
	6.03	Governmental Approvals; No Conflicts	67
	6.04	Financial Condition; No Material Adverse Change	67
	6.05	Properties	67
	6.06	Litigation, Environmental and Labor Matters	68
	6.07	Compliance with Laws and Agreements	68
	6.08	Investment Company Status	68
	6.09	Taxes	68
	6.10	ERISA	69
	6.11	Disclosure	69
	6.12	Federal Reserve Regulations	69
	6.13	Solvency	69
	6.14	No Default.	69
	6.15	Insurance	70
	6.16	No Burdensome Restrictions	70
	6.17	Security Interest in Collateral	70
	6.18	Collateral Matters	70
	6.19	OFAC	70
	6.20	Anti-Corruption Laws	71
	 	 
	ARTICLE VII AFFIRMATIVE COVENANTS	71
	 	 	 
	7.01	Financial Statements and Other Information	71
	7.02	Notices of Material Events	73
	7.03	Existence; Conduct of Business	73
	7.04	Payment of Obligations	73
	7.05	Maintenance of Properties; Insurance	74
	7.06	Books and Records; Inspection Rights	74
	7.07	Compliance with Laws and Material Contractual Obligations	74
	7.08	Use of Proceeds	75
	7.09	Additional Guarantors; Pledges; Additional Collateral; Further Assurances	75
	7.10	Account Control Agreements	76
	7.11	Post-Closing Matters	77
	 	 
	ARTICLE VIII NEGATIVE COVENANTS	77
	 	 	 
	8.01	Indebtedness	77
	8.02	Liens	79
	8.03	Fundamental Changes and Asset Sales	80
	8.04	Investments, Loans, Advances, Guarantees and Acquisitions	80
	8.05	Swap Contracts	82
	8.06	Transactions with Affiliates	82
	8.07	Restricted Payments	82
	8.08	Restrictive Agreements	82


 




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	8.09	Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents	83
	8.10	Sale and Leaseback Transactions	83
	8.11	Financial Covenants	83
	8.12	Sanctions	84
	8.13	Anti-Corruption Laws	84
	 	 
	ARTICLE IX EVENTS OF DEFAULT AND REMEDIES	84
	 	 	 
	9.01	Events of Default	84
	9.02	Remedies Upon Event of Default	86
	9.03	Application of Funds	86
	 	 
	ARTICLE X ADMINISTRATIVE AGENT	88
	 	 	 
	10.01	Appointment and Authority	88
	10.02	Rights as a Lender	88
	10.03	Exculpatory Provisions	88
	10.04	Reliance by Administrative Agent	89
	10.05	Delegation of Duties	90
	10.06	Resignation of Administrative Agent	90
	10.07	Non-Reliance on Administrative Agent and Other Lenders	91
	10.08	No Other Duties; Etc	92
	10.09	Administrative Agent May File Proofs of Claim	92
	10.10	Collateral and Guaranty Matters	93
	10.11	Treasury Management Agreements and Swap Contracts	94
	 	 
	ARTICLE XI MISCELLANEOUS	94
	 	 	 
	11.01	Amendments, Etc.	94
	11.02	Notices; Effectiveness; Electronic Communications	96
	11.03	No Waiver; Cumulative Remedies; Enforcement	98
	11.04	Expenses; Indemnity; and Damage Waiver	99
	11.05	Payments Set Aside	100
	11.06	Successors and Assigns	101
	11.07	Treatment of Certain Information; Confidentiality	105
	11.08	Set-off	106
	11.09	Interest Rate Limitation	106
	11.10	Counterparts; Integration; Effectiveness	107
	11.11	Survival of Representations and Warranties	107
	11.12	Severability	107
	11.13	Replacement of Lenders	107
	11.14	Governing Law; Jurisdiction; Etc.	108
	11.15	Waiver of Right to Trial by Jury	109
	11.16	No Advisory or Fiduciary Responsibility	109
	11.17	Electronic Execution of Assignments and Certain Other Documents	110
	11.18	USA PATRIOT Act Notice	110
	11.19	Judgment Currency	110


 




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SCHEDULES


 


	1.01	Existing Letters of Credit
	2.01	Commitments and Applicable Percentages
	6.01	Subsidiaries
	6.05	Locations of Real Property
	6.15	Insurance
	6.18(a)	IP Rights
	6.18(b)	Locations of Tangible Personal Property
	6.18(c)	Location of Chief Executive Office, Taxpayer Identification Number, Etc.
	6.18(d)	Changes in Legal Name, State of Formation and Structure
	6.18(e)	Deposit and Investment Accounts
	8.01	Indebtedness Existing on the Closing Date
	8.02	Liens Existing on the Closing Date
	8.04	Investments Existing on the Closing Date
	8.06	Affiliate Transactions Existing on the Closing Date
	11.02	Certain Addresses for Notices


 


EXHIBITS


 


	2.02	 	Form of Loan Notice
	2.04	 	Form of Swing Line Loan Notice
	2.05	 	Form of Notice of Loan Prepayment
	2.11(a)	 	Form of Note
	7.01	 	Form of Compliance Certificate
	7.09	 	Form of Joinder Agreement
	11.06(b)	 	Form of Assignment and Assumption
	11.06(b)(iv) 	 	Form of Administrative Questionnaire


 




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CREDIT AGREEMENT


 


This CREDIT AGREEMENT
is entered into as of August 2, 2010 among INNERWORKINGS, INC, a Delaware corporation (the “Borrower”), the
Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer.


 


The Borrower has requested
that the Lenders provide $175,000,000 in credit facilities for the purposes set forth herein, and the Lenders are willing to do
so on the terms and conditions set forth herein.


 


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


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


1.01        Defined
Terms.


 


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


 


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


 


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


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit 11.06(b)(iv) or any
other form approved by the Administrative Agent.


 


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


 


“Aggregate
Revolving Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving
Commitments in effect on the Fourth Amendment Effective Date is $175,000,000.


 


“Agreement”
means this Credit Agreement.


 


“Alternative
Currency” means each of the following currencies: Euros and Sterling, together with each other currency (other than Dollars)
that is approved in accordance with Section 1.08; provided that for each Alternative Currency, such requested currency is
an Eligible Currency.


 


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


 




    	 



    	 



    

 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Revolving Commitments and $20,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


“Applicable
Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that
if the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have
been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to
any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The Applicable
Percentages shall be subject to adjustment as provided in Section 2.15.


 


“Applicable
Pledge Percentage” means 100%, but 65% in the case of a pledge of Equity Interests of a Foreign Subsidiary.


 


“Applicable
Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.01(c):


 





	Pricing 

Tier	 	Consolidated 
Leverage Ratio	 	Commitment 
 Fee	 	 	Eurocurrency Rate Loans 
 and Letter of Credit Fees	 	 	Base Rate Loans	 
	1	 	> 2.75 to 1.0	 	 	0.35	%	 	 	2.50	%	 	 	1.50	%
	2	 	> 2.25 to 1.0 but < 2.75 to 1.0	 	 	0.30	%	 	 	2.15	%	 	 	1.15	%
	3	 	> 2.00 to 1.0 but < 2.25 to 1.0	 	 	0.25	%	 	 	1.75	%	 	 	0.75	%
	4	 	> 1.50 to 1.0 but < 2.00 to 1.0	 	 	0.25	%	 	 	1.50	%	 	 	0.50	%
	5	 	< 1.50 to 1.0	 	 	0.20	%	 	 	1.25	%	 	 	0.25	%


 


Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.01(c);
provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then,
upon the request of the Required Lenders, Pricing Tier 1 shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate
is delivered in accordance with Section 7.01(c), whereupon the Applicable Rate shall be adjusted based upon the calculation
of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Fourth Amendment
Effective Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.01(c) for the fiscal quarter ending September 30, 2014 shall be determined based upon Pricing
Tier 2.


 




    	2



    	 



    

 


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


 


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


 


“Arrangers”
means MLPFS and PNC Capital Markets LLC, in their capacity as joint lead arrangers and joint bookrunners.


 


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


 


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


 


“Attributable
Debt” of any Person means, as of the date of determination thereof, with respect to any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party (including,
without limitation, all Off-Balance Sheet Liabilities), the net present value (discounted according to GAAP at the cost of debt
implied in such financing product) of the obligations of such Person for rental payments, interest and principal payments, or other
similar periodic payments during the then remaining term of such synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing product (including, without limitation, all Off-Balance Sheet Liabilities).


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended
December 31, 2013 and the related consolidated statements of income or operations, shareholders’ equity and cash flows of
the Borrower and its Subsidiaries for such fiscal year, including the notes thereto.


 


“Availability
Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest
of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and
(c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 9.02.


 


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


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and
(c) the Eurocurrency Base Rate plus 1.0%. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime
rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement
of such change.


 


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


 




    	3



    	 



    

 


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


 


“Borrower
Materials” has the meaning specified in Section 7.01.


 


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


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section
8.08 (without giving effect to any exceptions described in clauses (i) through (iv) of such Section 8.08).


 


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


 


(a)         if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking
Day;


 


(b)         if
such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;


 


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


 


(d)         if
such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of
a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest
rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the
country of such currency.


 


“Capital Expenditures”
means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed
or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.


 




    	4



    	 



    

 


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


 


“Cash Equivalents”
means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States),
in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within
270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from
S&P or from Moody’s; (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts
issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any State thereof
which has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase
agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above; and (e) money market funds that (i) comply with the criteria
set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P
and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


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


 


“Change of
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the Closing
Date), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower on a fully diluted basis; or (b) the occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were not (i) nominated by the board of directors of the Borrower,
(ii) appointed by directors who were themselves nominated by the board of directors of the Borrower, or (iii) directors of the
Borrower on the Closing Date.


 


“Closing Date”
means August 2, 2010.


 


“Collateral”
means a collective reference to all real and personal property with respect to which Liens in favor of the Administrative Agent,
for the benefit of itself and the Lenders, are purported to be granted pursuant to and in accordance with the terms of the Collateral
Documents.


 




    	5



    	 



    

 


“Collateral
Documents” means a collective reference to the Security Agreement, the Mortgages and other security documents as may
be executed and delivered by the Loan Parties pursuant to the terms of Section 7.09, Section 7.10 or any of
the Loan Documents.


 


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


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit 7.01.


 


“Consolidated
EBITDA” means (a) Consolidated Net Income plus (b) to the extent deducted in determining Consolidated Net Income
and, without duplication, (i) Consolidated Interest Charges, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization,
(v) extraordinary or non-recurring non-cash expenses or losses incurred other than in the ordinary course of business, (vi) non-cash
compensation expenses arising from any grant of stock, stock options or other equity based awards, (vii) non-cash expenses resulting
from non-speculative hedging activities that are required to be recognized as Indebtedness under GAAP to the extent permitted hereunder,
(viii) any other non-cash charges for such period (including any impairment or writeoff of goodwill or other intangible assets
but excluding any such non-cash charge, expense or loss to the extent that it represents an accrual of or reserve for cash expenses
in any future period or an amortization of a prepaid cash expense that was paid in a prior period), (ix) amortization of any financing
costs or fees or original issue discount incurred in connection with any Indebtedness and (x) transaction expenses paid in cash
in such period in connection with (A) the making of the Credit Extensions and the closing of this Agreement and (B) Permitted Acquisitions
and other investments permitted under this Agreement minus (c) to the extent included in Consolidated Net Income and, without
duplication, (i) interest income, (ii) income tax credits and refunds (to the extent not netted from tax expense), (iii) any cash
payments made during such period in respect of items described in clauses (b)(v), (b)(vi), (b)(vii) and (b)(viii) above subsequent
to the fiscal quarter in which the relevant non-cash expenses or losses were incurred, (iv) non-cash gains resulting from non-speculative
hedging activities that are required to be recognized as income under GAAP to the extent permitted hereunder, (v) extraordinary,
unusual or non-recurring income or gains realized other than in the ordinary course of business and (vi) income or gains received
in connection with the e-Lynxx patent infringement lawsuit, all calculated for the Borrower and its Subsidiaries on a consolidated
basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference
Period”), (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material
Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased
by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, in each case, to the
extent reasonably calculable, and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material
Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period. For purposes of clarification, Consolidated EBITDA shall
be adjusted for, without limitation, extraordinary or nonrecurring expenses, increased costs, identifiable and verifiable expense
reductions and excess management compensation, if any, and other items of any Permitted Acquisitions, in all cases, calculated
on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as otherwise approved
by Administrative Agent in its reasonable credit judgment. As used in this definition, “Material Acquisition”
means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all
or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all
of the Equity Interests of a Person, and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess
of $2,500,000; and “Material Disposition” means any Disposition of property or series of related Dispositions
of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $2,500,000.


 




    	6



    	 



    

 


“Consolidated
Interest Charges” means, with reference to any period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries allocable
to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Contracts to the extent
such net costs are allocable to such period in accordance with GAAP).


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most
recently completed four fiscal quarters to (b) Consolidated Interest Charges for the most recently completed four fiscal
quarters.


 


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


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries, on a
consolidated basis (without duplication) for such period.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries,
on a consolidated basis, as of such date.


 


“Consolidated
Total Indebtedness” means, at any time, the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries
calculated on a consolidated basis as of such time in accordance with GAAP.


 


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


 


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


 


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


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable
Laws and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 




    	7



    	 



    

 


“Defaulting
Lender” means, subject to Section 2.15(b), any Lender that, as determined by the Administrative Agent, (a) has
failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters
of Credit or Swing Line Loans, within two Business Days of the date required to be funded by it hereunder, (b) has notified the
Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement
to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit,
(c) has failed, within three Business Days after request by the Administrative Agent or the Borrower, to confirm in a manner satisfactory
to the Administrative Agent or the Borrower (as applicable) that it will comply with its funding obligations, or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval
of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof
by a Governmental Authority.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party
or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Involuntary Disposition.


 


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


 


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


 


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


 


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


 




    	8



    	 



    

 


“Eligible
Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible
into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Equivalent
may be readily calculated. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency
controls or exchange regulations or any change in the national or international financial, political or economic conditions are
imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent (in the
case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated
in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars,
(b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable
for the Lenders or (d) such currency no longer being a currency in which the Required Lenders are willing to make such Credit Extensions
(each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly notify
the Lenders and the Borrower, and such country’s currency shall no longer be an Alternative Currency until such time as the
Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Administrative Agent,
the Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar
Equivalent of Loans in Dollars, subject to the other terms contained herein.


 


“Environmental
Laws” means all applicable laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating to the protection of the environment, preservation
or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to occupational
health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other arrangement pursuant to which liability is assumed or imposed with respect to any of the
foregoing.


 


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


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal
Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect
to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 3 02(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan in a distress termination under Section 4041(c) of ERISA or an involuntary
termination under Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan;
or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of
its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.


 




    	9



    	 



    

 


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


 


“Eurocurrency
Base Rate” means:


 


(a)         for
any Interest Period, with respect to any Credit Extension:


 


(i)         denominated
in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to
time) (in such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time) on the Rate Determination Date,
for deposits in the relevant currency, with a term equivalent to such Interest Period;


 


(ii) denominated
in any Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative
Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.08(a); and


 


(b)         for
any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about
11:00 a.m. (London time) determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank
market for deposits in Dollars with a term of one month commencing that day;


 


provided
that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth
in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further
that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall
be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurocurrency Rate shall be
less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Eurocurrency
Rate” means for any Interest Period with respect to any Eurocurrency Rate Loan, a rate per annum determined by the Administrative
Agent to be equal to the quotient obtained by dividing (a) the Eurocurrency Base Rate for such Eurocurrency Rate Loan for such
Interest Period by (b) one minus the Eurocurrency Reserve Percentage for such Eurocurrency Rate Loan for such Interest Period.


 


“Eurocurrency
Rate Loan” means a Loan that bears interest at a rate based on clause (a) of definition of “Eurocurrency Rate.”
All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.


 




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“Eurocurrency
Reserve Percentage” means, for any day, the reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining
the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency Rate for each outstanding Eurocurrency
Rate Loan and for each outstanding Base Rate Loan the interest rate on which is determined by reference to the Eurocurrency Rate
shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.


 


“Event of
Default” has the meaning specified in Section 9.01.


 


“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a
portion of the Guaranty of such Guarantor of, or the grant under a Loan Document by such Guarantor of a security interest to secure,
such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official
interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any and all guarantees of such
Guarantor’s Swap Obligations by other Loan Parties and any keepwell, support or other agreement for the benefit of such Guarantor)
at the time the Guaranty of such Guarantor, or grant by such Guarantor of a security interest, becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion
shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or security
interest is or becomes illegal.


 


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


 


“Existing
Letters of Credit” means the letters of credit described on Schedule 1.01.


 


“Facility
Office” means, with respect to any Lender, the office through which such Lender will perform its obligations under this
Agreement.


 


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


 




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“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.


 


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


 


“Fee Letter”
means the letter agreement, dated June 25, 2010, among the Borrower, the Administrative Agent and MLPFS.


 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“First Amendment
Effective Date” means April 20, 2012.


 


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


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


“Fourth Amendment
Effective Date” means September 25, 2014.


 


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


 


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


 


“Fully Satisfied”
means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to
such date which constitute Obligations shall have been paid in full in cash, (b) all fees, expenses and other amounts then
due and payable which constitute Obligations shall have been paid in cash, (c) all outstanding Letters of Credit shall have
been (i) terminated, (ii) fully Cash Collateralized or (iii) secured by one or more letters of credit on terms and
conditions, and with one or more financial institutions, satisfactory to the L/C Issuer and (d) the Commitments shall have
expired or been terminated in full.


 


“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.


 




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“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, consistently applied and as in effect from time to time.


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any Guarantee made by any guarantor shall be deemed
to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such
Guarantee is made and (ii) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying
such Guarantee, unless (in the case of a primary obligation that is not Indebtedness) such primary obligation and the maximum amount
for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such
guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.


 


“Guarantors”
means, collectively, (a) each Material Domestic Subsidiary of the Borrower identified as a “Guarantor” on the signature
pages hereto, (b) each other Material Domestic Subsidiary that joins as a Guarantor pursuant to Section 7.09 or otherwise,
(c) solely with respect to (i) Obligations under any Swap Contract between any Loan Party or any Subsidiary and any Lender or Affiliate
of a Lender that is permitted to be incurred pursuant to Section 8.01(f) (other than with respect to the Borrower), (ii)
Obligations under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender or Affiliate of a Lender
(other than with respect to the Borrower) and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect
to Sections 4.01 and 4.08) under the Guaranty, the Borrower, and (d) the successors and permitted assigns of the
foregoing.


 


“Guaranty”
means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as hazardous or toxic pursuant
to any Environmental Law.


 


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


 




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“Hostile Acquisition”
means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such
Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing
body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval
has been withdrawn.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business
and earn-out obligations), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed; provided that if such Person has not assumed or otherwise become liable for such
Indebtedness, such Indebtedness shall be measured at the lower of the outstanding amount of such Indebtedness and the fair market
value of such property securing such Indebtedness, in each case, at the time of determination, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Attributable Debt in respect of Off-Balance Sheet Liabilities of such Person, (i) all Capital
Lease Obligations of such Person, (j) all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (k) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances, (l) net obligations of such Person under Swap Contracts, (m) all earn-out obligations of such Person to the extent
treated as indebtedness under GAAP, (n) all Attributable Debt of such Person under Sale and Leaseback Transactions and (o) all
Attributable Debt of such Person under Securitization Transactions. The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor. The amount of any net obligation under any Swap Contract
on any date shall be deemed to be the Swap Termination Value thereof as of such date. For purposes of calculating Indebtedness,
factoring arrangements and deferred purchase payment obligations relating to Microsoft license agreements shall be excluded from
such calculation; provided that the aggregate amount of such factoring arrangements and deferred purchase payment obligations
excluded from the calculation of Indebtedness pursuant to this sentence shall not exceed $10,000,000.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


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


 


“Information”
has the meaning specified in Section 11.07.


 


“Interest
Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and
December and the Maturity Date.


 




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“Interest
Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed
or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three, six or twelve months thereafter
(in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the Borrower
in its Loan Notice; provided that:


 


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


 


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


 


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


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986.


 


“Involuntary
Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any
property of any Loan Party or any Subsidiary.


 


“IP Rights”
has the meaning specified in Section 6.05(b).


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Exhibit 7.09 executed and delivered by a Domestic Subsidiary in accordance
with the provisions of Section 7.09.


 


“Judgment
Currency” has the meaning specified in Section 11.22.


 


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


 


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


 




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


 


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


 


“L/C Issuer”
means (a) solely with regard to the Existing Letters of Credit, JPMorgan Chase Bank, N.A. and (b) with respect to all other Letters
of Credit, Bank of America, through itself or through one of its designated Affiliates or branch offices, in its capacity as issuer
of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lenders”
means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a
“Lender” in accordance with this Agreement and their successors and assigns and, as the context requires, includes
the Swing Line Lender.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter of
Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit
may be a commercial letter of credit or a standby letter of credit. Letters of Credit may be issued in Dollars or in an Alternative
Currency.


 


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


 


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


 


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


 


“Letter of
Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Revolving Commitments and (b) $10,000,000.
The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


“LIBOR”
has the meaning specified in the definition of Eurocurrency Base Rate.


 


“LIBOR Quoted
Currency” means Dollars, Euro, Sterling and each other currency for which there is a published LIBOR rate, in each case
as long as there is a published LIBOR rate with respect thereto.


 




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“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge,
or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


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


 


“Loan Documents”
means this Agreement, each Note, each Issuer Document, each Joinder Agreement, the Collateral Documents and the Fee Letter.


 


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


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


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


 


“Mandatory
Cost” means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees,
costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or
has its Facility Office by any Governmental Authority.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


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


 


“Material
Domestic Subsidiary” means each Domestic Subsidiary (a) which, as of the most recent fiscal quarter of the Borrower,
for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section
7.01, contributed greater than five percent (5%) of Consolidated EBITDA for such period or (ii) which contributed greater than
five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount
of the Consolidated EBITDA or Consolidated Total Assets of all Domestic Subsidiaries that are not Material Domestic Subsidiaries
exceeds ten percent (10%) of Consolidated EBITDA for any such period or ten percent (10%) of Consolidated Total Assets as of the
end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Administrative
Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” to eliminate such excess,
and such designated Subsidiaries shall for all purposes of the Loan Documents constitute Material Domestic Subsidiaries.


 




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“Maturity
Date” means September 25, 2019; provided, however, that if such date is not a Business Day, the Maturity
Date shall be the next preceding Business Day.


 


“MLPFS”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated.


 


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


 


“Mortgaged
Property” means any real property that is owned or leased by any Loan Party and is subject to a Mortgage.


 


“Mortgages”
means the mortgages, deeds of trust or deeds to secure debt that purport to grant to the Administrative Agent a security interest
in the fee interests and/or leasehold interests of any Loan Party in any real property.


 


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


 


“Non-LIBOR
Quoted Currency” means any currency other than a LIBOR Quoted Currency.


 


“Note”
has the meaning specified in Section 2.11(a).


 


“Notice of
Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit
2.05 or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed
by a Responsible Officer.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The
foregoing shall also include (a) all obligations under any Swap Contract between any Loan Party or any Subsidiary and any Lender
or Affiliate of a Lender that is permitted to be incurred pursuant to Section 8.01(f) and (b) all obligations under any
Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender or Affiliate of a Lender; provided,
however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to
such Loan Party.


 


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


 


“Off-Balance
Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease”
transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction
to which such Person is a party where such transaction is considered borrowed money indebtedness for tax purposes but is classified
as an operating lease in accordance with GAAP.


 




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“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.


 


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


 


“Outstanding
Amount” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations
on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements
by the Borrower of Unreimbursed Amounts.


 


“Overnight
Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal
Funds Rate and (ii) an overnight rate reasonably determined by the Administrative Agent, the L/C Issuer, or the Swing Line
Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any
amount denominated in an Alternative Currency, an overnight rate reasonably determined by the Administrative Agent or the L/C Issuer,
as the case may be, in accordance with banking industry rules on interbank compensation.


 


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


 


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


 


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


 


“Permitted
Acquisition” means any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event
a Hostile Acquisition) or series of related acquisitions by the Borrower or any Subsidiary of (i) all or substantially all the
assets of or (ii) all or substantially all the Equity Interests in, a Person or division or line of business of a Person, if, at
the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise after giving
effect thereto, (b) such Person or division or line of business is engaged in the same, a similar or a complementary line of business
as the Borrower and the Subsidiaries or business reasonably related thereto, (c) the Borrower and the Subsidiaries are in compliance,
on a pro forma basis reasonably acceptable to the Administrative Agent after giving effect to such acquisition (but without giving
effect to any synergies or cost savings), with the covenants contained in Section 8.11 recomputed as of the last day of
the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and
any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable
testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance
and, if the aggregate consideration paid in respect of such acquisition exceeds $20,000,000 (including any earn-out payments which
may be required to be made), the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer
of the Borrower to such effect, together with all relevant financial information, statements and projections requested by the Administrative
Agent, (d) in the case of an acquisition or merger involving the Borrower or a Subsidiary, the Borrower or such Subsidiary is the
surviving entity of such merger and/or consolidation, (e) if the Consolidated Leverage Ratio is or will be greater than 2.5 to
1.0 at the time of, or after giving pro forma effect to, any acquisition, the aggregate consideration paid in respect of such acquisition
shall not exceed $25,000,000, and (f) if the Consolidated Leverage Ratio is or will be greater than 2.5 to 1.0 at the time of,
or after giving pro forma effect to, any acquisition (the “Current Acquisition”), the sum of the consideration
paid in respect of the Current Acquisition plus the aggregate consideration paid in respect of all other acquisitions consummated
during the twelve-month period ending with the effective date of the Current Acquisition shall not exceed $40,000,000.


 




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“Permitted
Encumbrances” means: (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with
Section 7.04; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than
thirty (30) days or are being contested in compliance with Section 7.04; (c) pledges and deposits made in the ordinary course
of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;
(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) judgment liens in respect of
judgments that do not constitute an Event of Default under Section 9.01(h); and (f) easements, zoning restrictions, rights-of-way
and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business
of the Borrower or any Subsidiary; provided that the term “Permitted Encumbrances” shall not include
any Lien securing Indebtedness.


 


“Permitted
Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such
time pursuant to the terms of Section 8.02.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Internal Revenue Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


 


“Platform”
has the meaning specified in Section 7.01.


 


“Pledge Subsidiary”
means (i) each Domestic Subsidiary and (ii) each Foreign Subsidiary with respect to which any one or more of the Borrower and its
Domestic Subsidiaries directly owns or controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity
Interests.


 


“Public Lender”
has the meaning specified in Section 7.01.


 


“Qualified
ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such
time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify
as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




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“Rate Determination
Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally
treated as the rate fixing day by market practice in such interbank market, as reasonably determined by the Administrative Agent;
provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate
Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).


 


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


 


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


 


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


 


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


 


“Required
Lenders” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Commitments and
the outstanding Loans, L/C Obligations and participations therein or (b) if the Commitments have been terminated, the outstanding
Loans, L/C Obligations and participations therein. The unfunded Commitments of, and the outstanding Loans, L/C Obligations and
participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller
of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 5.01, the secretary
or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent
or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.


 


“Revaluation
Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency
Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated
in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall
reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each
of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency
and (iii) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.



 




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


 


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


 


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


 


“Sale and
Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease
such property or asset as lessee.


 


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


 


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


 


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


 


“Securitization
Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant
to which the Borrower or any Subsidiary may sell, convey or otherwise transfer, or grant a security interest in, accounts receivables
or similar rights to payment to a special purpose Subsidiary or Affiliate of the Borrower.


 


“Security
Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative
Agent by each of the Loan Parties.


 


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


 


“Specified
Loan Party” has the meaning specified in Section 4.08.


 


“Spot Rate”
for a currency means the rate reasonably determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the
date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer
may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person
acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided
further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made
in the case of any Letter of Credit denominated in an Alternative Currency.


 




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


 


“Subordinated
Indebtedness” means any Indebtedness of the Borrower or any Subsidiary the payment of which is contractually subordinated
to payment of the Obligations.


 


“Subordinated
Indebtedness Documents” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered
into in connection with any Subordinated Indebtedness.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to
a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


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


 


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


 


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


 


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


 


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


 




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


 


“Swing Line
Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate Revolving Commitments. The Swing
Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


 


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


 


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


 


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


 


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


 


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


 


“Treasury
Management Agreement” means any agreement governing the provision of treasury or cash management services, including
deposit accounts, overnight draft, credit or debit cards, funds transfer, automated clearinghouse, zero balance accounts, returned
check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other
cash management services.


 


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


 


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


 


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


 


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


 


“Voting Stock”
means, with respect to any Person, Equity Interests issued by such 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 though
the right so to vote has been suspended by the happening of such a contingency.


 




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“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


1.02        Other
Interpretive Provisions.


 


With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


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


 


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


 


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


 


1.03        Accounting
Terms.


 


(a)         Generally.
Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to
be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal
amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.


 




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


 


1.04        Rounding.


 


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


 


1.05        Times
of Day.


 


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


 


1.06        Letter
of Credit Amounts.


 


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


 


1.07        Exchange
Rates; Currency Equivalents.


 


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


 




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(b)         Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be
the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.


 


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


 


1.08        Additional
Alternative Currencies.


 


(a)         The
Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other
than those specifically listed in the definition of “Alternative Currency”; provided that (i) such requested
currency is an Eligible Currency and (ii) such requested currency shall only be treated as a “LIBOR Quoted Currency”
to the extent that there is published LIBOR rate for such currency. In the case of any such request with respect to the making
of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and each Lender obligated
to make Credit Extensions in such currency; and in the case of any such request with respect to the issuance of Letters of Credit,
such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.


 


(b)         Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of
the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such
request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining
to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each affected Lender thereof; and in the case of any
such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender
(in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining
to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of
such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of
Credit, as the case may be, in such requested currency.


 




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(c)         Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans
to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the applicable Lenders
consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine
that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify
the Borrower and (i) the Administrative Agent and such Lenders may amend the definition of Eurocurrency Base Rate for any Non-LIBOR
Quoted Currency to the extent necessary to add the applicable Eurocurrency Base Rate for such currency and (ii) to the extent the
definition of Eurocurrency Base Rate reflects the appropriate interest rate for such currency or has been amended to reflect the
appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for
purposes of any Borrowings of Eurocurrency Rate Loans. If the Administrative Agent and the L/C Issuer consent to the issuance of
Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative
Agent and the L/C Issuer may amend the definition of Eurocurrency Base Rate for any Non-LIBOR Quoted Currency to the extent necessary
to add the applicable Eurocurrency Base Rate for such currency and (B) to the extent the definition of Eurocurrency Base Rate reflects
the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency
shall thereupon be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the
Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08,
the Administrative Agent shall promptly so notify the Borrower.


 


1.09        Change
of Currency.


 


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


 


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


 


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


 




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ARTICLE
II



THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01        Revolving
Loans.


 


(a)         Revolving
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Revolving Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time on any
Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s
Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving
Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s
Revolving Commitment and (iii) the aggregate Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies
shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject
to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05,
and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided
herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.


 


(b)         Increases
of the Aggregate Revolving Commitments. The Borrower shall have the right, upon at least five Business Days’ prior written
notice to the Administrative Agent, to increase the Aggregate Revolving Commitments by up to $50,000,000 in the aggregate in one
or more increases, at any time prior to the date that is six months prior to the Maturity Date, subject, however,
in any such case, to satisfaction of the following conditions precedent:


 


(i)         the
Aggregate Revolving Commitments shall not exceed $225,000,000 without the consent of the Required Lenders;


 


(ii)        no
Default shall have occurred and be continuing on the date on which such increase is to become effective;


 


(iii)        the
representations and warranties set forth in Article VI shall be true and correct in all material respects (or, if such representation
or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on
and as of the date on which such increase is to become effective, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation
or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as
of such earlier date;


 


(iv)        such
increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts
as may be agreed by the Administrative Agent);


 


(v)        such
requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in
a corresponding amount of such requested increase from either existing Lenders and/or one or more other institutions that qualify
as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving
Commitment) and (B) documentation from each institution providing an additional Revolving Commitment evidencing its additional
Revolving Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative
Agent;


 




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(vi)        the
Administrative Agent shall have received all documents (including resolutions of the board of directors of the Loan Parties) it
may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase
in the Aggregate Revolving Commitments, and any other matters relevant thereto, either in form consistent with those documents
delivered on the Closing Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent; and


 


(vii)       if
any Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments, the Borrower shall, if
applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.05) in an amount
necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its pro rata
share (based on its Applicable Percentage of the increased Aggregate Revolving Commitments) of outstanding Revolving Loans.


 


2.02        Borrowings,
Conversions and Continuations of Loans.


 


(a)         Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice;
provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice.
Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior
to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of
any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business
Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency
Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans. Each
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent
of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower
is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii)
the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans
are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Loans
to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested
shall be made in Dollars. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans;
provided, however, that in the case of a failure to timely request a continuation of Loans denominated in an Alternative
Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month.
Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency
Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period
of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan.
No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original
currency of such Loan and reborrowed in the other currency.


 




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(b)         Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated
in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Borrowing, each Lender
shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office
for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable
Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case on the
Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02
(and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so
received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of
the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date of a Borrowing of Revolving Loans denominated in Dollars, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second,
shall be made available to the Borrower as provided above.


 


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


 


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


 


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


 




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2.03        Letters
of Credit.


 


(a)         The
Letter of Credit Commitment.


 


(i)         Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth
in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter
of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account
of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate
in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall
not exceed the Aggregate Revolving Commitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount
of Revolving Loans and L/C Obligations denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.
Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the
Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.
Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed
to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions
hereof.


 


(ii)        The
L/C Issuer shall not issue any Letter of Credit if:


 


(A)        subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the
date of issuance or last extension, unless the Lenders (other than Defaulting Lenders) holding a majority of the Revolving Commitments
have approved such expiry date; or


 


(B)        the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders that
have Revolving Commitments have approved such expiry date.


 


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


 


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


 




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


 


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


 


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


 


(E)        any
Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash
Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender
arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to
which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(F)        the
L/C Issuer does not as of the issuance date of the requested Letter of Credit issue letters of credit in the requested currency.


 


(iv)        The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


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


 


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


 




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


 


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


 


(ii)        Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of
Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit.


 




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(iii)        If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall agree to issue a Letter of Credit
that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit
Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer
has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its
revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a)
or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business
Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified
in Section 5.02 is not then satisfied, and in each case directing the L/C Issuer not to permit such extension.


 


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


 


(c)         Drawings
and Reimbursements; Funding of Participations.


 


(i)         Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency,
the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall
have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement
for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing
that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under
a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of
the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment
by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the
L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency if the Borrower shall have received notice of such
drawing prior to 9:00 a.m. of such date, otherwise on the Business Day following the day that the Borrower receives such notice
(each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in
an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B)
the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to
purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower
agrees, as a separate and independent obligation, to indemnify the L/C Issuer for the loss resulting from its inability on that
date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to so reimburse the L/C Issuer
by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative
Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof.
In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans that are Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section
2.02 for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than
the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall
not exceed the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 




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


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans because
the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing
shall be due and payable on demand (together with interest) and shall, at the request of the L/C Issuer, bear interest at the Default
Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section
2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance
from such Lender in satisfaction of its participation obligation under this Section 2.03.


 


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


 




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(v)        Each
Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other
than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation
of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together
with interest as provided herein.


 


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


 


(d)         Repayment
of Participations.


 


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


 


(ii)        If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 




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(e)         Obligations
Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of
this Agreement under all circumstances, including the following:


 


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


 


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


 


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


 


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


 


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


 


(vi)        honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;


 


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


 


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


 


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


 




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The Borrower shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given
as aforesaid.


 


(f)         Role
of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by
such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity
or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes
all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct
or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall
not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign
a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary
via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any
other commercially reasonable means of communicating with a beneficiary.


 


(g)         Applicability
of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of
Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer
shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be
impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required
or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the
L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions,
practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such Law or practice.


 




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(h)         Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent, in Dollars, for the account of each Lender in accordance
with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit
equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of
Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with
respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer
pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders
in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant
to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes
of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the
end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.
If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate
was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event
of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


 


(i)         Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its
own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee
Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with
respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately
agreed between the Borrower and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon
the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in
the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit and on
a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March,
June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay
directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


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


 


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


 




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2.04        Swing
Line Loans.


 


(a)         Swing
Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing
Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line
Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however,
that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments, and (B) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds
of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation
to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that
it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable
Percentage times the amount of such Swing Line Loan.


 


(b)         Borrowing
Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line
Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that
any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line
Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later
than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal
amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be
a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm
with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.
Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request
of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender
not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject
to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.


 




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(c)         Refinancing
of Swing Line Loans.


 


(i)         The
Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan
in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request
shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with
the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and
provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering
such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified
in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral
available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s
Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base
Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.


 


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


 


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


 




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(iv)        Each
Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other
Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving
Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02. No such funding of
risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest
as provided herein.


 


(d)         Repayment
of Participations.


 


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


 


(ii)        If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned,
at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of
the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 


(e)         Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section
2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable
Percentage shall be solely for the account of the Swing Line Lender.


 


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


 




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2.05        Prepayments.


 


(a)         Voluntary
Prepayments.


 


(i)         Revolving
Loans. The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice
of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or
penalty; provided that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date
of prepayment of Base Rate Loans; (B) any such prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding); (C) any such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum
principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof
then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple
of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify
the date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are
to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of
each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such
prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(ii)        Swing
Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i)
such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in
excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein.


 


(b)         Mandatory
Prepayments.


 


(i)         If
for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, then the
Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the
L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Loans and Swing Line
Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. All amounts required to be paid
pursuant to this Section 2.05(b) shall be applied as follows: first, ratably to the L/C Borrowings and the Swing
Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations.


 


(ii)        If
the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated
in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then,
within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize Letters of Credit
in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed
100% of the Alternative Currency Sublimit then in effect.


 




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Within the parameters
of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans
in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section
3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through
the date of prepayment.


 


2.06        Termination
or Reduction of Aggregate Revolving Commitments.


 


The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the
Aggregate Revolving Commitments to an amount not less than the Total Revolving Outstandings; provided that (i) any
such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000
in excess thereof and (iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of
Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments,
such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving
Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued
with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective
date of such termination.


 


2.07        Repayment
of Loans.


 


(a)         Revolving
Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding
on such date.


 


(b)         Swing
Line Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Swing Line Loans
outstanding on such date.


 


2.08        Interest.


 


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


 


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


 




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


 


(iii)        Upon
the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.


 


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


 


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


 


2.09        Fees.


 


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


 


(a)         Commitment
Fee. The Borrower shall pay to the Administrative Agent in Dollars, for the account of each Lender in accordance with its Applicable
Percentage, a commitment fee in Dollars equal to the product of (i) the Applicable Rate times (ii) the actual daily amount
by which the Aggregate Revolving Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding
Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times
during the Availability Period, including at any time during which one or more of the conditions in Article V is not met,
and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall
be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate
was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining
the unused portion of the Aggregate Revolving Commitments.


 


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


 




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2.10        Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


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


 


(b)         If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date
was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such
period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the
applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence
of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess
of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid
for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case
may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article IX. The Borrower’s obligations
under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations
hereunder.


 


2.11        Evidence
of Debt.


 


(a)         The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and
the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory
note shall be in the form of Exhibit 2.11(a) (a “Note”). Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.


 


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


 




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2.12        Payments
Generally; Administrative Agent’s Clawback.


 


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


 


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


 




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


 


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


 


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


 


(d)         Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and
Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).


 


(e)         Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place
or manner.


 


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


 




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2.13        Sharing
of Payments by Lenders.


 


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


 


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


 


(ii)        the
provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations
or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Subsidiary thereof (as to
which the provisions of this Section shall apply).


 


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


 


2.14        Cash
Collateral.


 


(a)         Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting
Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver
to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section
2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies
the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit
then in effect, then within two (2) Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for
the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C
Obligations exceeds the Letter of Credit Sublimit.


 




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(b)         Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such
Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent,
the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in
all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and
in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to
Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less
than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency.


 


(c)         Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14
or Sections 2.03, 2.04, 2.05, 2.15 or 9.02 in respect of Letters of Credit or Swing Line Loans
shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 


(d)         Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 11.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released
during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may
be otherwise applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the L/C Issuer or
Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


2.15        Defaulting
Lenders.


 


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


 


(i)         Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 11.01.


 




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(ii)        Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations
of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request
(so long as no Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C
Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer
or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans
or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C
Borrowings were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall
be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably
consents hereto.


 


(iii)        Certain
Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of
Credit Fees as provided in Section 2.03(h).


 


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


 




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(b)         Defaulting
Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their
sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase
that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to
be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on
a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 


ARTICLE
III



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


(a)         Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation
of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and
clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative
Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such
Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered
pursuant to subsection (e) below.


 


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


 




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(b)         Payment
of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.


 


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


 


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


 


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


 




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


 


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


 


(A)        any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code shall
deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation
or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding
or information reporting requirements; and


 


(B)        each
Foreign Lender that is entitled under the Internal Revenue Code or any applicable treaty to an exemption from or reduction of withholding
tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


 


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


 


(2)        executed
originals of Internal Revenue Service Form W-8ECI,


 


(3)        executed
originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,


 


(4)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal
Revenue Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C)
of the Internal Revenue Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or


 




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


 


(iii)        Each
Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in
the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office)
to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding
or deduction for taxes from amounts payable to such Lender.


 


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


 


(f)         Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of
any Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid
additional amounts pursuant to this Section, it shall pay to such Loan Party an amount equal to such refund (but only to the extent
of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C
Issuer, 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 each Loan Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer,
agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed
to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or any other Person.


 




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3.02        Illegality.


 


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


 


Each Lender at its
option may make any Credit Extension to the Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make
such Credit Extension; provided that any exercise of such option shall not affect the obligation of the Borrower to repay
such Credit Extension in accordance with the terms of this Agreement.


 




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3.03        Inability
to Determine Rates.


 


(a)         If
in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative
Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (B) adequate
and reasonable means do not exist for determining the Eurocurrency Base Rate for any requested Interest Period with respect to
a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing
or proposed Base Rate Loan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to
such Alternative Currency (including, without limitation, changes in national or international financial, political or economic
conditions or currency exchange rates or exchange controls) (in each case with respect to clause (i), “Impacted Loans”),
or (ii) the Administrative Agent or the Required Lenders determine that for any reason Eurocurrency Base Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent
of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding
sentence with respect to the Eurocurrency Base Rate component of the Base Rate, the utilization of the Eurocurrency Base Rate component
in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency
Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing
of Base Rate Loans in Dollars in the amount specified therein.


 


(b)         Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative
Agent in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans,
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent
revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent
or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately
and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.


 


3.04        Increased
Costs.


 


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


 


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


 


(ii)        subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation
in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the
L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of,
or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or


 


(iii)        impose
on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or
Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;


 




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


 


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


 


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


 


(d)         Mandatory
Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as
a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.


 


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


 


(f)         Notwithstanding
the above, a Lender will not be entitled to demand compensation for any increased cost or reduction set forth in this Section
3.04 at any time if it is not the general practice and policy of such Lender to demand such compensation from similarly situated
borrowers in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.


 




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3.05        Compensation
for Losses.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.06        Mitigation
Obligations; Replacement of Lenders.


 


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


 




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(b)         Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower
may replace such Lender in accordance with Section 11.13.


 


3.07        Survival.


 


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


 


ARTICLE
IV



GUARANTY


 


4.01        The
Guaranty.


 


Each of the Guarantors
hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender that enters into a Swap Contract
or a Treasury Management Agreement with any Loan Party or any Subsidiary, and the Administrative Agent as hereinafter provided,
as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms
thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment
or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension
or renewal.


 


Notwithstanding any
provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements,
the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal
to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.


 


4.02        Obligations
Unconditional.


 


Subject to Section
4.08, the obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective
of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the
Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations,
and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02
that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor
agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been Fully Satisfied.
Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of
any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute
and unconditional as described above:


 




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(a)         at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations
shall be extended, or such performance or compliance shall be waived;


 


(b)         any
of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall
be done or omitted;


 


(c)         the
maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in
any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any
other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part
or otherwise dealt with;


 


(d)         any
Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations
shall fail to attach or be perfected; or


 


(e)         any
of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of
any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).


 


With respect to its
obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or
remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against
any other Person under any other guarantee of, or security for, any of the Obligations.


 


4.03        Reinstatement.


 


The obligations of
the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of
any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify
the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without
limitation, the fees, charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations
in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


 


4.04        Certain
Additional Waivers.


 


Each Guarantor agrees
that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.


 




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4.05        Remedies.


 


The Guarantors agree
that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the
other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified
in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in
said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person
and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the
Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes
of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with
the terms of the Collateral Documents and that the holders of the Obligations may exercise their remedies thereunder in accordance
with the terms thereof.


 


4.06        Rights
of Contribution.


 


The Guarantors agree
among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other
Guarantors as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to
the obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all
Obligations have been Fully Satisfied.


 


4.07        Guarantee
of Payment; Continuing Guarantee.


 


The guarantee in this
Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.


 


4.08        Discharge
Only Upon Payment in Full.


 


Each of the Guarantors’
obligations under this Article IV shall remain in full force and effect until all Obligations have been Fully Satisfied, at which
time, subject to Section 4.03 above, the guarantees made hereunder shall be terminated.


 


4.09        Keepwell.


 


Each Loan Party that
is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible
contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security
interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time
to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up
to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The
obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the
Obligations have been Fully Satisfied. Each Loan Party intends this Section to constitute, and this Section shall be deemed to
constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes
of the Commodity Exchange Act.


 




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4.10        Appointment
of Borrower.


 


Each of the Loan Parties
hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents
and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and
provided such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan
Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice
or communication delivered by the Administrative Agent to the Borrower shall be deemed delivered to each Loan Party and (c) the
Administrative Agent may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by
the Borrower on behalf of each of the Loan Parties.


 


ARTICLE
V



CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


5.01        Conditions
of Effectiveness.


 


This Agreement shall
be effective upon satisfaction of the following conditions precedent:


 


(a)         Loan
Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each
properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender.


 


(b)         Opinions
of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the
Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative
Agent.


 


(c)         No
Material Adverse Change. There shall not have occurred a material adverse change since December 31, 2009 in the business, assets,
property or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole.


 


(d)         Organization
Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)         copies
of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental
Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary
or assistant secretary of such Loan Party to be true and correct as of the Closing Date;


 


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


 




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(iii)        such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.


 


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


 


(i)         UCC
financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to
perfect the Administrative Agent’s security interest in the Collateral; and


 


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


 


(f)         Evidence
of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan
Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not
limited to, naming the Administrative Agent as additional insured (in the case of liability insurance) or lender’s loss payee
(in the case of hazard insurance) on behalf of the Lenders.


 


(g)         Closing
Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying
that the conditions specified in Section 5.01(c) and Sections 5.02(a) and (b) have been satisfied.


 


(h)         Existing
Credit Agreement. Receipt by the Administrative Agent of evidence that that all obligations of the Borrower under certain Credit
Agreement, dated as of May 21, 2008, by and among the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., have been
paid in full, all commitments thereunder shall have been terminated and all security interests related thereto shall have been
released.


 


(i)         Fees.
Receipt by the Administrative Agent, MLPFS and the Lenders of any fees required to be paid on or before the Closing Date.


 


(j)         Attorney
Costs. The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to
such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements
incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Borrower and the Administrative Agent).


 


Without limiting the
generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the
conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior
to the proposed Closing Date specifying its objection thereto.


 




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5.02        Conditions
to all Credit Extensions.


 


The obligation of each
Lender to honor any Request for Credit Extension is subject to the following conditions precedent:


 


(a)         The
representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects
(or, if such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in
all respects as drafted) on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation
or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) as
of such earlier date.


 


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


 


(c)         The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


(d)         In
the case of a Credit Extension to be denominated in an Alternative Currency, such currency shall be an Eligible Currency.


 


Each Request for Credit
Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections
5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE
VI



REPRESENTATIONS AND WARRANTIES


 


The Loan Parties represent
and warrant to the Administrative Agent and the Lenders that:


 


6.01        Organization;
Powers; Subsidiaries.


 


Each of the Borrower
and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and
is in good standing in, every jurisdiction where such qualification is required. Schedule 6.01 hereto (as supplemented from
time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of
its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its Equity
Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying
shares as required by Law), a description of each class issued and outstanding. All of the outstanding shares of Equity Interests
of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such Equity Interests indicated
on Schedule 6.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or
any Subsidiary free and clear of all Liens other than Permitted Liens. Other than as set forth on Schedule 6.01, there are
no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights
of any Person to acquire, any shares of any class of Equity Interests of the Borrower or any Subsidiary.


 




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6.02        Authorization;
Enforceability.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is party are within such Loan Party’s corporate
or other organizational powers and have been duly authorized by all necessary corporate or other organizational action and, if
required, equityholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by
such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at Law.


 


6.03        Governmental
Approvals; No Conflicts.


 


The execution, delivery
and performance by each Loan Party of each Loan Document to which such Person is party (a) do not require any consent or approval
of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made
and are in full force and effect, and except for filings necessary to perfect Liens created pursuant to the Collateral Documents,
(b) will not violate any applicable Law or the Organization Documents of the Borrower or any of its Subsidiaries or any order of
any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made
by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.


 


6.04        Financial
Condition; No Material Adverse Change.


 


(a)         The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial
officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and
cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject
to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)         Since
December 31, 2013, there has been no material adverse change in the business, assets, property or condition, financial or otherwise,
of the Borrower and its Subsidiaries, taken as a whole.


 


6.05        Properties.


 


(a)         As
of the Fourth Amendment Effective Date, Schedule 6.05 sets forth the address of each parcel of real property that is owned
or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in
full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries
has good and indefeasible title to, or valid leasehold interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes, in each case, free of all Liens other than Permitted Liens.


 




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(b)         Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property (collectively, “IP Rights”) material to its business, and the use thereof by the Borrower and its Subsidiaries
does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


6.06        Litigation,
Environmental and Labor Matters.


 


(a)         There
are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of the Loan Parties, threatened in writing against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the execution,
delivery and performance by the Loan Parties of this Agreement and the other Loan Documents. There are no strikes lockouts or slowdowns
against the Borrower or any Subsidiary pending or, to the knowledge of the Loan Parties, threatened. There are no labor controversies
pending against or, to the knowledge of the Loan Parties, threatened against or affecting the Borrower or any of its Subsidiaries
(i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that
involve this Agreement or the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents.


 


(b)         Except
with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge of
any reasonable basis for any Environmental Liability.


 


6.07        Compliance
with Laws and Agreements.


 


Each of the Borrower
and its Subsidiaries is in compliance with all Laws applicable to it or its property and all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.


 


6.08        Investment
Company Status.


 


Neither the Borrower
nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment
Company Act of 1940.


 


6.09        Taxes.


 


Each of the Borrower
and its Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid
or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to
the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.


 




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6.10        ERISA.


 


No ERISA Event has
occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect.


 


6.11        Disclosure.


 


The Loan Parties have
disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries
is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in
a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf
of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement
or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


6.12        Federal
Reserve Regulations.


 


No part of the proceeds
of any Credit Extension have been used or will be used, whether directly or indirectly, for any purpose that entails a violation
of any of the regulations of the FRB, including Regulations T, U and X.


 


6.13        Solvency.


 


(a)         Immediately
after the consummation of the Credit Extensions to occur on the Closing Date, (i) the fair value of the assets of each Loan Party,
at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable
value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (iv) each Loan Party will not have unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Closing Date.


 


(b)         No
Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness
or the Indebtedness of any such Subsidiary.


 


6.14        No
Default.


 


No Default has occurred
and is continuing.





 




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6.15        Insurance.


 


Schedule 6.15
sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Fourth
Amendment Effective Date. As of the Fourth Amendment Effective Date, all premiums in respect of such insurance have been paid.
All such insurance is offered by financially sound and reputable insurance companies and is in such amounts and covering such properties
and risks as are adequate and customary for companies engaged in the same or similar business and in the same or similar location
as the Borrower and the Subsidiaries.


 


6.16        No
Burdensome Restrictions.


 


No Loan Party is subject
to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 8.08.


 


6.17        Security
Interest in Collateral.


 


The provisions of the
Collateral Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of
the Administrative Agent and the holders of the Obligations, and, following the effectiveness of the appropriate account control
agreements and the registration or recordation of those filings (such as UCC financing statements) necessary to perfect such Liens,
such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the
applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a)
Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative
Agent pursuant to any applicable Law, (b) Liens perfected only by possession (including possession of any certificate of title)
to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) Liens perfected
only by control to the extent the Administrative Agent has not obtained control of such Collateral.


 


6.18        Collateral
Matters.


 


Set forth on Schedule
6.18(a) is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United
States Patent and Trademark Office and owned by each Loan Party as of the Fourth Amendment Effective Date. Set forth on Schedule
6.18(b) is a list of all locations where any tangible personal property of any Loan Party is located as of the Fourth Amendment
Effective Date. Set forth on Schedule 6.18(c) is the chief executive office, exact legal name, U.S. tax payer identification
number and organizational identification number of each Loan Party as of the Fourth Amendment Effective Date. Except as set forth
on Schedule 6.18(d), no Loan Party has during the five years preceding the Fourth Amendment Effective Date (i) changed its
legal name, (ii) changed its state of formation or (iii) been party to a merger, consolidation or other change in structure. Set
forth on Schedule 6.18(e), is a list of each deposit and investment account of each Loan Party as of the Fourth Amendment
Effective Date.


 


6.19        OFAC.


 


None of the Loan Parties,
nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee,
agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.


 




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6.20        Anti-Corruption
Laws.


 


The Loan Parties and
their Subsidiaries have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


ARTICLE
VII



AFFIRMATIVE COVENANTS


 


Until such time as
the Obligations have been Fully Satisfied, each Loan Party shall and shall cause each Subsidiary to:


 


7.01        Financial
Statements and Other Information.


 


Furnish to the Administrative
Agent and each Lender:


 


(a)         within
ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements
of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants
of recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;


 


(b)         within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of
its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower
and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;


 


(c)         concurrently
with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying as to whether
a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.11 and
(iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements
referred to in Section 6.04 and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;


 


(d)         as
soon as available, but in any event not more than forty-five (45) days after the end of each fiscal year of the Borrower, a copy
of the plan and forecast of the Borrower for the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;


 




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(e)         promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Borrower or any Subsidiary with the SEC or with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be; and


 


(f)         promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request.


 


Documents required
to be delivered pursuant to Section 7.01(a) or (b) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i)
on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website
address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents
to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative
Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent, at its request,
by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


 


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or MLPFS may, but shall not be required to, make available to the Lenders and
the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and
who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower
hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section
11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated as “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation
to mark any Borrower Materials “PUBLIC.”


 







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7.02        Notices
of Material Events.


 


Furnish to the Administrative
Agent and each Lender prompt written notice of the following:


  


(a)         the
occurrence of any Default (such notice to be provided within two (2) Business Days of such occurrence);


 


(b)         any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral;


 


(c)         any
loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance;


 


(d)         the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse
Effect;


 


(e)         the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect; and


 


(f)         any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other Responsible Officer of the Borrower setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


7.03        Existence;
Conduct of Business.


 


Do or cause to be done
all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses,
permits, privileges, franchises, governmental authorizations and intellectual property rights material to the conduct of its business,
and maintain all requisite authority to conduct its business in each jurisdiction in which its business is presently conducted;
provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section
8.03.


 


7.04        Payment
of Obligations.


 


Pay its obligations,
including Taxes, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to
make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.


 




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7.05        Maintenance
of Properties; Insurance.


 


(a)         Keep
and maintain all property (including all Collateral) material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain with financially sound and reputable carriers having a financial strength rating
of at least “A” by A.M. Best Company (i) insurance in such amounts (with no greater risk retention) and against such
risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal
activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the same or similar locations and (ii) all insurance
required pursuant to the Collateral Documents. The Loan Parties will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained. The Loan Parties shall deliver to the Administrative
Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the Loan Parties’ tangible
personal property and assets and business interruption insurance policies naming the Administrative Agent as lender loss payee,
and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. In the event
the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or
insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving
or releasing any obligations or resulting Default hereunder, may, upon prior written notice to the Loan Parties, at any time or
times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums
and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative
Agent shall constitute part of the Obligations, payable as provided in this Agreement. The Loan Parties (x) will furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the
Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest
therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the net proceeds of any
such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance
with the applicable provisions of the Loan Documents.


 


7.06        Books
and Records; Inspection Rights.


 


(a)         Keep
proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation
to its business and activities.


 


(b)         Permit
any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any
Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment
reports and Phase I and Phase II studies, and to discuss its affairs, finances and condition with its officers and independent
accountants (provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be provided with the
opportunity to be present during such discussions), all at such reasonable times and as often as reasonably requested; provided,
however, that so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to reimburse
the Administrative Agent or any Lender under this Section 7.06 for inspections or visits by representatives of the Administrative
Agent or such Lender more frequently than twice each fiscal year. The Loan Parties acknowledge that the Administrative Agent, after
exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its
Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.


 


7.07        Compliance
with Laws and Material Contractual Obligations.


 


Comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental
Laws, Sanctions and anti-corruption laws) and (b) perform in all material respects its obligations under material agreements to
which it is a party, in each case except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.


 




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7.08        Use
of Proceeds.


 


The proceeds of the
Credit Extensions will be used to finance the working capital needs and other general corporate purposes of the Borrower and its
Subsidiaries in the ordinary course of business. Additionally, the proceeds of the Credit Extensions will be used to fund Permitted
Acquisitions, Capital Expenditures and Restricted Payments permitted under Section 8.07. No part of the proceeds of any
Credit Extension will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations
of the FRB, including Regulations T, U and X.


 


7.09        Additional
Guarantors; Pledges; Additional Collateral; Further Assurances.


 


(a)         As
promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent)
after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower
or the Administrative Agent as, a Guarantor pursuant to the definitions of “Material Domestic Subsidiary” and “Guarantor”,
provide the Administrative Agent with written notice thereof setting forth, if requested by the Administrative Agent, information
in reasonable detail describing the material assets of such Person, and shall cause each such Material Domestic Subsidiary which
also qualifies as a Guarantor to deliver to the Administrative Agent a Joinder Agreement, such Joinder Agreement to be accompanied
by appropriate authorizing resolutions, other corporate or other organizational documentation and legal opinions in form and substance
reasonably satisfactory to the Administrative Agent.


 


(b)         Cause
each Loan Party’s owned property (whether personal, tangible, intangible, or mixed), other than any real property (unless
required pursuant to Section 7.09(c)), to be subject at all times to first priority, perfected Liens in favor of the Administrative
Agent to secure the Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to
Permitted Liens. Without limiting the generality of the foregoing, the Loan Parties will (subject to the terms and conditions of
the Security Agreement, including the definition of “Excluded Property” set forth therein) (i) cause the Applicable
Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by any Loan Party to
be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations in accordance
with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably
request (including, without limitation, if requested by the Administrative Agent, applicable local law pledge agreements), subject
in each case to Permitted Liens, and (ii) if required pursuant to Section 7.09(c), will promptly deliver Mortgages (together
with such title reports, title insurance, opinions of counsel, surveys, appraisals and environmental reports (if any) as are requested
by, and in form and substance reasonably acceptable to, the Administrative Agent) with respect to real property owned by the Loan
Parties to the extent, and within such time period as is, reasonably required by the Administrative Agent.


 


(c)         At
any time prior to the Maturity Date, upon notice from the Administrative Agent to the Borrower, cause each Loan Party to cause,
all of its real property that has not previously been provided as Collateral (all with such exceptions as to materiality, cost
and material credit support, in each case, to the extent determined in the reasonable discretion of the Administrative Agent) to
be subject at all times to first priority, perfected Liens in favor of or for the benefit of the Administrative Agent, for the
benefit of the holders of the Obligations, subject in each case to Permitted Liens, all within thirty (30) days (or such later
date as may be agreed to by the Administrative Agent in its sole discretion) following the Borrower’s receipt of the Administrative
Agent’s notice.


 




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(d)         Without
limiting the foregoing, execute and deliver to the Administrative Agent such documents, agreements and instruments, and will take
or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages,
deeds of trust and other documents and such other actions or deliveries of the type required by Section 5.01, as applicable),
which may be required by Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms
and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents, all at the expense of the Loan Parties.


 


(e)         If
any assets are acquired by a Loan Party after the Closing Date (other than assets constituting Collateral under the Security Agreement
that become subject to the Lien of the Security Agreement upon acquisition thereof), notify the Administrative Agent thereof, and,
if reasonably requested by the Administrative Agent, cause such assets to be subjected to a Lien securing the Obligations and take
such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including
actions described in Section 7.09(d), all at the expense of the Loan Parties.


 


7.10        Account
Control Agreements.


 


(a)         Within
thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the date on
which the balance of any deposit account (excluding any payroll account or zero balance account) or securities account of any Loan
Party maintained with the Administrative Agent, a Lender, or any Affiliate thereof equals or exceeds $500,000, cause each such
deposit account or securities account to become subject to an account control agreement, in form and substance reasonably acceptable
to the Administrative Agent, which grants the Administrative Agent, for the benefit of the holders of the Obligations, control
over and a first-priority perfected security interest in such deposit account or securities account, including, without limitation,
amounts and other items on deposit therein or financial assets credited to such account (as applicable). If the aggregate balance
of all deposit accounts (excluding any payroll accounts or zero balance accounts) of the Loan Parties that are maintained with
the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control agreements described in
this Section 7.10(a) exceeds $1,000,000, the Loan Parties shall subject a sufficient number of such deposit accounts to
account control agreements as and when described in this Section 7.10(a) to eliminate such excess. If the aggregate balance
of all securities accounts of the Loan Parties that are maintained with the Administrative Agent, a Lender, or any Affiliate thereof
and are not subject to the account control agreements described in this Section 7.10(a) exceeds $1,000,000, the Loan Parties
subject a sufficient number of such securities accounts to account control agreements as and when described in this Section
7.10(a) to eliminate such excess.


 




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(b)         Within
thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the date on
which the balance of any deposit account (excluding any payroll account or zero balance account) or securities account of any Loan
Party maintained with any Person other than the Administrative Agent, a Lender, or any Affiliate thereof equals or exceeds $250,000,
cause each such deposit account or securities account to become subject to an account control agreement, in form and substance
reasonably acceptable to the Administrative Agent, which grants the Administrative Agent, for the benefit of the holders of Obligations,
control over and a first-priority perfected security interest in such deposit account or securities account, including, without
limitation, amounts and other items on deposit therein or financial assets credited to such account (as applicable). If the aggregate
balance of all deposit accounts (excluding any payroll accounts or zero balance accounts) of the Loan Parties that are maintained
with any Person other than the Administrative Agent, a Lender, or any Affiliate thereof and are not subject to the account control
agreements described in this paragraph exceeds $500,000, the Loan Parties shall subject a sufficient number of such deposit accounts
to account control agreements as and when described in this Section 7.10(b) to eliminate such excess. If the aggregate balance
of all securities accounts of the Loan Parties that are maintained with any Person other than the Administrative Agent, a Lender,
or any Affiliate thereof and are not subject to the account control agreements described in this Section 7.10(b) exceeds
$500,000, the Loan Parties shall subject a sufficient number of such securities accounts to account control agreements as and when
described in this Section 7.10(b) to eliminate such excess.


 


(c)         Within
thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the Closing
Date, deliver to the Administrative Agent written evidence satisfactory to the Administrative Agent that all of the deposit accounts
and securities accounts that are required to be subject to account control agreements pursuant to any of the Loan Documents are
subject to such account control agreements.


 


7.11        Post-Closing
Matters.


 


Within thirty (30)
days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after the Closing Date, deliver
all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement,
together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests
of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under
the law of the jurisdiction of organization of such Person) unless the Subsidiary whose Equity Interests are being pledged has
been dissolved by such date.


 


ARTICLE
VIII



NEGATIVE COVENANTS


 


Until such time as
the Obligations have been Fully Satisfied, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:


 


8.01        Indebtedness.


 


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


 


(a)         the
Obligations;


 


(b)         Indebtedness
existing on the Fourth Amendment Effective Date and set forth in Schedule 8.01 and extensions, renewals and replacements
of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof;


 




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(c)         Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness
of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 8.04(c);


 


(d)         Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary,
provided that (i) the Indebtedness so Guaranteed is permitted by this Section 8.01, (ii) Guarantees by the Borrower
or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section
8.04 and (iii) Guarantees permitted under this Section 8.01(d) shall be subordinated to the Obligations of the applicable
Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations;


 


(e)         Indebtedness
incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations
and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior
to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such
acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted
by this Section 8.01(e) shall not exceed $5,000,000 at any time outstanding;


 


(f)         Indebtedness
as an account party in respect of (i) trade letters of credit or (ii) constituting obligations in respect of Swap Contracts permitted
under Section 8.05;


 


(g)         Indebtedness
of any Loan Party secured by a Lien on any asset of the Borrower or any Subsidiary; provided that the aggregate outstanding
principal amount of Indebtedness permitted by this Section 8.01(g) shall not in the aggregate exceed $5,000,000 at any time;


 


(h)         Indebtedness
of any Person that becomes a Domestic Subsidiary after the Closing Date, and extensions, renewals and replacements of any such
Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; provided
that (i) such Indebtedness existed at the time such Person became a Domestic Subsidiary, (ii) such Indebtedness is not created
in contemplation of or in connection with such Person becoming a Domestic Subsidiary, and (iii) the aggregate outstanding principal
amount of Indebtedness permitted under this Section 8.01(h) shall not exceed $15,000,000 at any time;


 


(i)         Indebtedness
in the form of earn-out obligations in connection with Permitted Acquisitions (to the extent such earn-out obligations are treated
as Indebtedness under GAAP);


 


(j)         Indebtedness
in an aggregate principal amount not exceeding $15,000,000 at any time outstanding;


 


(k)         Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary
course of business;


 


(l)         Indebtedness
of the Borrower or any Subsidiary as an account party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and
similar obligations, in each case provided in the ordinary course of business; and


 




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(m)         Indebtedness
of Foreign Subsidiaries in an aggregate principal amount not exceeding $20,000,000 at any time outstanding.


 


8.02        Liens.


 


Create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues
(including accounts receivable) or rights in respect of any thereof, except:


 


(a)         Liens
created pursuant to any Loan Document;


 


(b)         Permitted
Encumbrances;


 


(c)         any
Lien existing on the Fourth Amendment Effective Date and set forth in Schedule 8.02; provided that (i) such Lien
shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on the Fourth Amendment Effective Date and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;


 


(d)         any
Lien existing on any property or asset prior to the acquisition thereof or existing on any property or asset of any Person that
becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may
be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as
the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof
and (iv) the aggregate amount of Indebtedness secured by the Liens described in this Section 8.02(d) shall at no time exceed
an aggregate amount in excess of $5,000,000;


 


(e)         Liens
in connection with Sale and Leaseback Transactions that comply with the requirements of Section 8.10;


 


(f)         Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by Section 8.01(e), (ii) such security interests and the Indebtedness secured thereby
are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;
(iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (v) the aggregate
amount of Indebtedness secured by the Liens described in this Section 8.02(f) shall at no time exceed an aggregate amount
in excess of $5,000,000;


 


(g)         Liens
securing Indebtedness of Foreign Subsidiaries to the extent such Indebtedness is permitted by Section 8.01(m); and


 


(h)         Liens
not otherwise permitted above so long as the aggregate principal amount of the Indebtedness subject to such Liens does not at any
time exceed $5,000,000.


 




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8.03        Fundamental
Changes and Asset Sales.


 


(a)         Merge
into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (in one
transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction), or any
of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:


 


(i)         any
Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation;


 


(ii)        any
Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such
merger involving the Borrower must result in the Borrower as the surviving entity);


 


(iii)        any
Subsidiary may Dispose of its assets to a Loan Party;


 


(iv)        the
Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effect sales, trade-ins or dispositions
of used, obsolete, worn out or surplus equipment or property for value in the ordinary course of business consistent with past
practice, (C) sell or transfer any property or asset in connection with a Sale and Leaseback Transaction that complies with the
requirements of Section 8.10; (D) enter into licenses of technology in the ordinary course of business, and (E) make any
other Dispositions that, together with all other property of the Borrower and its Subsidiaries previously Disposed of as permitted
by this clause (E) during any fiscal year of the Borrower, does not exceed the greater of (x) $5,000,000 and (y) 5% of the Consolidated
Total Assets (determined as of the first Business Day of such fiscal year); and


 


(v)        any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving
a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by
Section 8.04;


 


provided that all Dispositions permitted
hereby shall be for fair market value and at least 75% of the consideration paid therefor shall be in cash.


 


(b)         Engage
to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the
Closing Date and businesses reasonably related thereto.


 


(c)         Change
the end of its fiscal year from December 31st without the Administrative Agent’s and the Required Lenders’
prior written consent.


 


8.04        Investments,
Loans, Advances, Guarantees and Acquisitions.


 


Purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests,
evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of,
make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person
or any assets of any other Person constituting a business unit, except:


 




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(a)         Cash
Equivalents;


 


(b)         Permitted
Acquisitions;


 


(c)         loans
or advances made by the Borrower in or to any Subsidiary and made by any Subsidiary to the Borrower; provided that not more
than $5,000,000 in such loans or advances may be made and remain outstanding, during the term of this Agreement, by any Loan Party
to a Subsidiary which is not a Loan Party;


 


(d)         (i)         investments
by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries and (ii) investments by any Foreign Subsidiary
in any other Foreign Subsidiary; provided that, with respect to clause (i) of this Section 8.04(d), the amount of
such investments by the Loan Parties in Foreign Subsidiaries and other non-Loan Parties, when taken together with Guarantees by
the Loan Parties of Indebtedness owing by Foreign Subsidiaries and other non-Loan Parties, shall not be more than $15,000,000 in
the aggregate at any time;


 


(e)         Guarantees
constituting Indebtedness permitted by Section 8.01; provided that the amount of such Guarantees of Indebtedness
of Foreign Subsidiaries and other non-Loan Parties by the Loan Parties, when taken together with investments by the Loan Parties
in Equity Interests in their respective Subsidiaries that are Foreign Subsidiaries or other non-Loan Parties, shall not be more
than $15,000,000 in the aggregate at any time;


 


(f)         investments
of any Person that becomes a Subsidiary after the Closing Date; provided that (i) such investments existed at the time such
Person became a Subsidiary, (ii) such investments are not made in contemplation of or in connection with such Person becoming a
Subsidiary, and (iii) the aggregate amount of investments permitted under this Section 8.04(f) shall not exceed $5,000,000
at any time;


 


(g)         promissory
notes and other non-cash consideration received in connection with any asset sale permitted by clause (iv) of Section 8.03(a);


 


(h)         Swap
Contracts to the extent permitted by Section 8.05;


 


(i)         any
investments, loans or advances existing on the Fourth Amendment Effective Date as set forth on Schedule 8.04;


 


(j)         bank
deposits in the ordinary course of business;


 


(k)         investments
in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of such account debtors; and


 


(l)         any
other investment, loan or advance (other than acquisitions) made by Domestic Subsidiaries so long as the aggregate amount of all
such investments, loans and advances does not exceed $15,000,000 during the term of this Agreement.


 




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8.05        Swap
Contracts.


 


Enter into any Swap
Contract, except (a) Swap Contracts entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual
exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b) Swap Contracts entered
into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.


 


8.06        Transactions
with Affiliates.


 


Dispose of any property
or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable
to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c) any Indebtedness incurred
in accordance with Section 8.01, (d) any Restricted Payment permitted by Section 8.07, (e) any Cash Equivalent,
and (f) as set forth on Schedule 8.06.


 


8.07        Restricted
Payments.


 


Declare or make, or
agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with
respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends
ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with
stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (d) the Borrower
may declare and pay dividends or repurchase, redeem or otherwise retire its Equity Interests, as the case may be, so long as (i)
no Default is outstanding at the time of or will result from the applicable dividend, repurchase, redemption or retirement, and
(ii) the aggregate amount paid in respect of all such dividends, repurchases, redemptions and retirements during the term of this
Agreement does not exceed the sum of $50,000,000 plus 50% of the Consolidated Net Income for the period beginning with the quarter
ended September 30, 2014 and ending with the most recent quarter to occur prior to the date of the applicable dividend, repurchase,
redemption or retirement for which the Borrower has delivered financial information (including Consolidated Net Income) to the
Administrative Agent under and in compliance with Section 7.01(a) or 7.01(b), as the case may be.


 


8.08        Restrictive
Agreements.


 


Enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative
Agent to secure the Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders
of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness
of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by Law or by any Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iii) the preceding clause (a) shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (iv) the preceding clause (a) shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.


 




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8.09        Subordinated
Indebtedness and Amendments to Subordinated Indebtedness Documents.


 


(a)         Voluntarily
prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness
from time to time outstanding under the Subordinated Indebtedness Documents.


 


(b)         Amend
the Subordinated Indebtedness Documents or any document, agreement or instrument evidencing any Indebtedness incurred pursuant
to the Subordinated Indebtedness Documents (or any replacements, substitutions, extensions or renewals thereof) or pursuant to
which such Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any
of the following effects: (i) increases the overall principal amount of any such Indebtedness or increases the amount of any single
scheduled installment of principal or interest; (ii) shortens or accelerates the date upon which any installment of principal or
interest becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness
or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing
on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any financial
or negative covenant (or covenant which prohibits or restricts the Borrower or any Subsidiary from taking certain actions) in a
manner which is more onerous or more restrictive in any material respect to the Borrower or such Subsidiary or which is otherwise
materially adverse to the Borrower, any Subsidiary and/or the Lenders or, in the case of any such covenant, which places material
additional restrictions on the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary to comply with more
restrictive financial ratios or which requires the Borrower to better its financial performance, in each case from that set forth
in the existing applicable covenants in the Subordinated Indebtedness Documents or the applicable covenants in this Agreement;
or (vii) amends, modifies or adds any affirmative covenant in a manner which (A) when taken as a whole, is materially adverse to
the Borrower, any Subsidiary and/or the Lenders or (B) is more onerous than the existing applicable covenant in the Subordinated
Indebtedness Documents or the applicable covenant in this Agreement.


 


8.10        Sale
and Leaseback Transactions.


 


Enter into any Sale
and Leaseback Transaction, other than Sale and Leaseback Transactions (a) in respect of which the cash consideration received for
the asset or property being sold or otherwise transferred therewith is an amount not less than the fair market value of such asset
or property and (b) that are consummated within 90 days after the Borrower or such Subsidiary acquires or completes the construction
of the asset or property being sold or otherwise transferred therewith.


 


8.11        Financial
Covenants.


 


(a)         [Reserved].


 


(b)         Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower set forth below
to be greater than the ratio corresponding to such fiscal quarter:


 


	 Calendar

 Year	 	March 31	 	June 30	 	September 30	 	December 31
	2014	 	N/A	 	N/A	 	3.50 to 1.0	 	3.25 to 1.0
	2015	 	3.25 to 1.0	 	3.25 to 1.0	 	3.00 to 1.0	 	3.00 to 1.0
	thereafter	 	3.00 to 1.0	 	3.00 to 1.0	 	3.00 to 1.0	 	3.00 to 1.0



 




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(c)         Consolidated
Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower
to be less than 5.00 to 1.0.


 


8.12        Sanctions.


 


Use any Credit Extension
or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds
of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction,
that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person
(including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line
Lender, or otherwise) of Sanctions.


 


8.13        Anti-Corruption
Laws.


 


Use the proceeds of
any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery
Act 2010, or other similar legislation in other jurisdictions.


 


ARTICLE
IX



EVENTS OF DEFAULT AND REMEDIES


 


9.01        Events
of Default.


 


Any of the following
shall constitute an Event of Default:


 


(a)         Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal
of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan
or on any L/C Obligation, any fee due hereunder or other amount payable hereunder or under any other Loan Document; or


 


(b)         Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.02,
7.03 (with respect to the Borrower’s existence), 7.08 or 7.09, or Article VIII; or


 


(c)         Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days thirty
days after the earlier of the date on which (i) a Responsible Officer of a Loan Party becomes aware of such failure or (ii) notice
thereof shall have been given by the Administrative Agent to the Borrower; or


 


(d)         Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any
Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect
when made or deemed made; or


 




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(e)         Cross-Default.
(i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness
under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000, or (B) fails to observe or
perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or
to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness
to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to
repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable
or cash collateral in respect thereof to be demanded (provided that this subclause (B) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness); or (ii) there
occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract)
or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof
is greater than $10,000,000; or


 


(f)         Insolvency
Proceedings, Etc. Any Loan Party or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application
or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such
proceeding; or


 


(g)         Inability
to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty
days after its issue or levy; or


 


(h)         Judgments.
There is entered against any Loan Party or any Subsidiary (i) one or more final judgments or orders for the payment of money in
an aggregate amount (as to all such judgments or orders) exceeding $10,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer has been notified of the claim and does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period
of forty-five consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


(i)         ERISA.
An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect; or


 




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(j)         Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or the Obligations being Fully Satisfied, ceases to be in full force and effect; or any Loan
Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies
that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan
Document; or


 


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


 


9.02        Remedies
Upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


 


(a)         declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


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


 


(c)         require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and


 


(d)         exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents or applicable Law;


 


provided, however, that upon
the occurrence of an Event of Default described in Section 9.01(f), the obligation of each Lender to make Loans and any
obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of
the Administrative Agent or any Lender.


 


9.03        Application
of Funds.


 


After the exercise
of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02),
any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;


 




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Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective
amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and
L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract
between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted
by Section 8.01(f), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C
Issuer in proportion to the respective amounts described in this clause Third held by them;


 


Fourth,
to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of
breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party or
any Subsidiary and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 8.01(f),
(c) payments of amounts due under any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender,
or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount
of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates
of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and


 


Last,
the balance, if any, after all of the Obligations have been Fully Satisfied, to the Borrower or as otherwise required by Law.


 


Subject to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with
amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to
payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.


 


Notwithstanding the
foregoing, Obligations arising under Treasury Management Agreements and Swap Contracts shall be excluded from the application described
above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative
Agent may request, from the applicable Lender or Affiliate of a Lender, as the case may be. Each Affiliate of a Lender that is
not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed
to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for itself
and its Affiliates as if a “Lender” party hereto


 




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ARTICLE
X



ADMINISTRATIVE AGENT


 


10.01     Appointment
and Authority.


 


Each of the Lenders
and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the
L/C Issuer, and no 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 other Loan Documents (or any other similar term) with reference to
the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only
an administrative relationship between contracting parties.


 


The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender, Swing Line Lender (if applicable), potential providers of Swap Contracts or Treasury Management Agreements that are
Affiliates of Lenders) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent
of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with
such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits
of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents,
sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein
with respect thereto.


 


10.02     Rights
as a Lender.


 


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


 


10.03     Exculpatory
Provisions.


 


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


 


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


 




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


 


(c)         shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall
not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


 


Neither the Administrative
Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in
connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by
final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders.
The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is
given in writing to the Administrative Agent by a Loan Party, a Lender or the L/C Issuer.


 


Neither the Administrative
Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other
Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to
be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent.


 


10.04     Reliance
by Administrative Agent.


 


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


 




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10.05     Delegation
of Duties.


 


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


 


10.06     Resignation
of Administrative Agent.


 


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


 


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


 




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(c)         With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case
of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,
the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative
Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders (in consultation with
the Borrower) appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.07 and other than any
rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective
Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent
was acting as Administrative Agent.


 


(d)         Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer
and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties
of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender,
it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line
Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and
(iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at
the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of
Bank of America with respect to such Letters of Credit.


 


10.07     Non-Reliance
on Administrative Agent and Other Lenders.


 


Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information
as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.


 




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10.08     No
Other Duties; Etc.


 


Anything herein to
the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


10.09     Administrative
Agent May File Proofs of Claim.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise:


 


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


 


(b)         to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.


 


Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer
in any such proceeding.


 




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The holders of the
Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all
or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to
the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles
that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to
form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle
or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including
any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required
Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required
Lenders contained in clauses (a)(i) through (a)(viii) of Section 11.01, and (ii) to the extent that Obligations
that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being
higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by
the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity
Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the
acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle to take any further
action.


 


10.10     Collateral
and Guaranty Matters.


 


Without limiting the
provisions of Section 10.09, each of the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its
option and in its discretion,


 


(a)         to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) at such time as
the Obligations have been Fully Satisfied, (ii) that is transferred or to be transferred as part of or in connection with
any Disposition permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved
in accordance with Section 11.01;


 


(b)         to
subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 8.02(f); and


 


(c)         to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant
to this Section 10.10.


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable
to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 




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10.11     Treasury
Management Agreements and Swap Contracts.


 


No Lender or Affiliate
of a Lender that that obtains the benefit of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof
or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder
or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral)
(or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral
Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.
Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to
verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury
Management Agreements or Swap Contracts except to the extent expressly provided herein and unless the Administrative Agent has
received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request,
from the applicable Lender or Affiliate of a Lender, as the case may be. The Administrative Agent shall not be required to verify
the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management
Agreements and Swap Contracts in the case of the Maturity Date.


 


ARTICLE
XI



MISCELLANEOUS


 


11.01     Amendments,
Etc.


 


No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall
be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be,
and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, further, that


 


(a)         no
such amendment, waiver or consent shall:


 


(i)         extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written
consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition
precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension
or increase in Commitments of any Lender);


 


(ii)        postpone
any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest,
fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any
other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be
reduced;


 


(iii)        reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required
Lenders shall be necessary to (A) amend the definition of “Default Rate” or waive any obligation of the Borrower to
pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term
used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce
any fee payable hereunder;


 




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(iv)        change
Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender directly affected thereby;


 


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


 


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


 


(vii)       release
the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section 8.03,
all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied
thereby, except to the extent such release is permitted pursuant to Section 10.10 (in which case such release may be made
by the Administrative Agent acting alone);


 


(viii)      amend
Section 1.08 or the definition of “Alternative Currency”, “LIBOR Quoted Currency” or “Non-LIBOR
Quoted Currency” without the written consent of each Lender and L/C Issuer obligated to make Credit Extensions in Alternative
Currencies; or


 


(b)         unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under this Agreement
or any Issuer Document relating to any Letter of Credit issued or to be issued by it;


 


(c)         unless
also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender
under this Agreement; and


 


(d)         unless
also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document;


 


provided, however, that notwithstanding
anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto, (ii) only the consent of the Borrower and the Lenders and L/C Issuer that have agreed to issue such
Credit Extensions in the applicable Alternative Currency shall be necessary to amend the definition of “Eurocurrency Base
Rate” to provide for the addition of a replacement interest rate with respect to such Alternative Currency, (iii) each Lender
is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges
that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions
set forth herein and (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral
in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


 




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Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with
the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may
not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders
shall require the consent of such Defaulting Lender.


 


Notwithstanding any provision herein to
the contrary the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Loan Document
to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative
changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long
as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations
in any material respect and (ii) the Lenders shall have received at least five Business Days’ prior written notice thereof
and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written
notice from the Required Lenders stating that the Required Lenders object to such amendment.


 


11.02     Notices;
Effectiveness; Electronic Communications.


 


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


 


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


 


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


 


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


 


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


 




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


 


(c)         The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials
or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except
to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by
a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other
Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


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


 




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(e)         Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled
to rely and act upon any notices (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices)
purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of a Loan Party; provided, that such indemnity shall not be
available to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Person seeking such indemnity. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.


 


11.03     No
Waiver; Cumulative Remedies; Enforcement.


 


No failure by any Lender,
the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan
Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.


 




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11.04     Expenses;
Indemnity; and Damage Waiver.


 


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


 


(b)         Indemnification
by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and
the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration
of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor
a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from
any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to
a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any
Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad
faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the
provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim.


 




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(c)         Reimbursement
by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection
(a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing
Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any
such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata
share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s
share of the outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all
Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such
payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent
(or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of
the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


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


 


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


 


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


 


11.05     Payments
Set Aside.


 


To the extent that
any payment by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative
Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery
or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


 




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11.06     Successors
and Assigns.


 


(a)         Successors
and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent
of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection
(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)         Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes
of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that
any such assignment shall be subject to the following conditions:


 


(i)         Minimum
Amounts.


 


(A)        in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the
time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection
(b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved
Fund, no minimum amount need be assigned; and


 


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


 




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


 


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


 


(A)        the
consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred
and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;


 


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


 


(C)        the
consent of the L/C Issuer and the Swing Line Lender (in each case, such consent not to be unreasonably withheld or delayed) shall
be required for any assignment in respect of Revolving Loans and Revolving Commitments.


 


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


 


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


 


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


 




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Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such
assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.


 


(c)         Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent
thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower
and any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


(d)         Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the other Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the
avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence
of any participation.


 




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Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation
required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant
(A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b)
of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect
to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except
to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.
To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were
a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that
sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


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


 




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(f)         Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may,
(i) upon thirty days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice
to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however,
that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges
and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation
as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by
it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans
or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor
L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters
of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.


 


11.07     Treatment
of Certain Information; Confidentiality.


 


Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section
2.01(b) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under
which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a
confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities
provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower
or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower.


 


For purposes of this
Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan
Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative
Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided
that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 




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


 


11.08     Set-off.


 


If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized
at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer
or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan
Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective
of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and
although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that
in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over
immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.
The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender
and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such setoff and application.


 


11.09     Interest
Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to
the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the
extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.


 




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11.10     Counterparts;
Integration; Effectiveness.


 


This Agreement may
be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually
executed counterpart of this Agreement.


 


11.11     Survival
of Representations and Warranties.


 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect until such time as the Obligations
have been Fully Satisfied.


 


11.12     Severability.


 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions
in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 


11.13     Replacement
of Lenders.


 


If (i) any Lender requests
compensation under Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”)
does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved
by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly
affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights
(other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement
and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:


 




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


 


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


 


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


 


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


 


(e)         in
the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver,
discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents
to the proposed change, waiver, discharge or termination;


 


provided, further, that the
failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such
Lender and the mandatory assignment of such Lender’s Commitments and outstanding Loans and participations in L/C Obligations
and Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Lender
of an Assignment and Assumption.


 


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


 


11.14     Governing
Law; Jurisdiction; Etc.


 


(a)         GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)         SUBMISSION
TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 




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(c)         WAIVER
OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


 


(d)         SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


11.15     Waiver
of Right to Trial by Jury.


 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


11.16     No
Advisory or Fiduciary Responsibility.


 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers,
are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the
Administrative Agent and the Arrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii) (A) the Administrative Agent and each Arranger each is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the
Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger
has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the
Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation
to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law,
each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.


 




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11.17     Electronic
Execution of Assignments and Certain Other Documents.


 


The words “delivery,”
“execute,” “execution,” “signed,” “signature,” and words of like import in any
Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;
provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, the L/C
Issuer nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures reasonably approved by it and provided
further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed
by such manually executed counterpart.


 


11.18     USA
PATRIOT Act Notice.


 


Each Lender that is
subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative
Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order
to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act.


 


11.19     Judgment
Currency.


 


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


 


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