Exhibit 10.1


 


	 	Execution Version






 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


 


November 30, 2021


 


among


 


AMPHENOL CORPORATION, 


as Parent Borrower and a Guarantor


 


AMPHENOL EAST ASIA LIMITED, 


as Hong Kong Borrower 


and


 


AMPHENOL TECHNOLOGIES HOLDING GMBH, 


as German Borrower 


and


 


AMPHENOL BENELUX B.V., 


as Dutch Borrower 


and


 


AMPHENOL LIMITED, 


as UK Borrower 


and


 


THE OTHER SUBSIDIARIES PARTY HERETO,

as Designated Borrowers,


 


and


 


THE SUBSIDIARIES PARTY HERETO,

as Guarantors


 


The Lenders Party Hereto,


 


JPMORGAN CHASE BANK, N.A,

as Administrative Agent, Swingline Lender and an L/C Issuer,


 


BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG
BANK, LTD. and 


TD SECURITIES (USA) LLC 


as Syndication Agents 


and


 


BARCLAYS BANK PLC, BNP PARIBAS, COMMERZBANK
AG, NEW YORK BRANCH, 

HSBC BANK USA, N.A. and MIZUHO BANK, LTD. 


as Co-Documentation Agents


 





 



 


JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG BANK, LTD. and 


TD SECURITIES (USA) LLC 


as Joint Lead Arrangers and Joint Book Runners


 



     


     


    







 


TABLE OF CONTENTS


 


	Section	 		Page
	 	 	 	 
	ARTICLE I DEFINITIONS
    AND ACCOUNTING TERMS 1	1
	 	 
	 	1.01	Defined Terms	1
	 	1.02	Other Interpretive Provisions	41
	 	1.03	Accounting Terms	41
	 	1.04	Exchange Rates; Currency Equivalents	42
	 	1.05	Additional Alternative Currencies	42
	 	1.06	Change of Currency	43
	 	1.07	Times of Day	44
	 	1.08	Letter of Credit Amounts	44
	 	1.09	Affiliates	44
	 	1.10	Interest Rates; Benchmark Notification	44
	 	1.11	Divisions	45
	 	 	 	 
	ARTICLE II
    THE COMMITMENTS AND CREDIT EXTENSIONS	45
	 	 
	 	2.01	Committed Loans	45
	 	2.02	Borrowings, Conversions and Continuations of Committed
    Loans	46
	 	2.03	Letters of Credit	49
	 	2.04	Swingline Loans	58
	 	2.05	Prepayments	61
	 	2.06	Termination or Reduction of Commitments	62
	 	2.07	Repayment of Loans	63
	 	2.08	Interest	63
	 	2.09	Fees	64
	 	2.10	Computation of Interest and Fees	64
	 	2.11	Evidence of Debt	65
	 	2.12	Payments Generally; Administrative Agent’s Clawback	66
	 	2.13	Sharing of Payments by Lenders	67
	 	2.14	Designated Borrowers	68
	 	2.15	Cash Collateral	70
	 	2.16	Defaulting Lenders	71
	 	2.17	Maturity Date Extension	73
	 	 	 	 
	ARTICLE III
    TAXES, YIELD PROTECTION AND ILLEGALITY	75
	 	 
	 	3.01	Taxes	75
	 	3.02	Illegality	80
	 	3.03	Inability to Determine Rates	80
	 	3.04	Increased Costs	84
	 	3.05	Compensation for Losses	86
	 	3.06	Mitigation Obligations; Replacement of Lenders	87
	 	3.07	Survival	87



 






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	ARTICLE IV
    GUARANTY	87
	 	 
	 	4.01	The Guaranty	87
	 	4.02	Obligations Unconditional	88
	 	4.03	Reinstatement	89
	 	4.04	Certain Additional Waivers	90
	 	4.05	Remedies	90
	 	4.06	Rights of Contribution	90
	 	4.07	Guarantee of Payment; Continuing Guarantee	90
	 	 	 	 
	ARTICLE V CONDITIONS
    PRECEDENT TO CREDIT EXTENSIONS	91
	 	 
	 	5.01	Conditions of Initial Credit Extension	91
	 	5.02	Conditions to all Credit Extensions	92
	 	 	 	 
	ARTICLE VI
    REPRESENTATIONS AND WARRANTIES	93
	 	 
	 	6.01	Existence, Qualification and Power	93
	 	6.02	Authorization; No Contravention	94
	 	6.03	Financial Statements	94
	 	6.04	No Material Adverse Effect	95
	 	6.05	Ownership of Property; Liens	95
	 	6.06	Litigation	95
	 	6.07	Taxes	95
	 	6.08	Government Regulation	95
	 	6.09	Employee Benefit Plans	96
	 	6.10	Environmental Protection	96
	 	6.11	Disclosure	97
	 	6.12	Representations as to Foreign Obligors	97
	 	6.13	Anti-Corruption Laws and Sanctions	98
	 	6.14	Affected Financial Institutions	99
	 	 	 	 
	ARTICLE VII
    AFFIRMATIVE COVENANTS	99
	 	 
	 	7.01	Financial Statements and Other Reports	99
	 	7.02	Preservation of Existence, Etc	102
	 	7.03	Payment of Taxes and Claims; Tax Consolidation	103
	 	7.04	Maintenance of Properties; Insurance	103
	 	7.05	Inspection Rights	103
	 	7.06	Compliance with Laws	103
	 	7.07	Additional Subsidiary Guarantors	104
	 	7.08	Transactions with Affiliates	104
	 	7.09	Conduct of Business	104
	 	7.10	Fiscal Year	104
	 	7.11	Use of Proceeds	104
	 	7.12	Anti-Corruption Laws and Sanctions	105



 






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	ARTICLE VIII
    NEGATIVE COVENANTS	105
	 	
	 	8.01	Indebtedness	105
	 	8.02	Liens	106
	 	8.03	Priority Indebtedness	106
	 	8.04	[Reserved.]	106
	 	8.05	[Reserved.]	106
	 	8.06	Financial Covenants	106
	 	8.07	Fundamental Changes	107
	 	8.08	Amendment of Certain Documents	107
	 	8.09	Use of Proceeds	108
	 	 	 	 
	ARTICLE IX
    EVENTS OF DEFAULT AND REMEDIES	108
	 	 
	 	9.01	Events of Default	108
	 	9.02	Remedies Upon Event of Default	110
	 	9.03	Application of Funds	110
	 	 	 	 
	ARTICLE X ADMINISTRATIVE
    AGENT	111
	 	 
	 	10.01	Appointment and Authority	111
	 	10.02	Rights as a Lender	112
	 	10.03	Exculpatory Provisions	112
	 	10.04	Reliance by Administrative Agent	113
	 	10.05	Delegation of Duties	113
	 	10.06	Resignation of Administrative Agent	114
	 	10.07	Non-Reliance on Administrative Agent and Other Lenders	114
	 	10.08	No Other Duties, Etc	115
	 	10.09	Administrative Agent May File Proofs of Claim	115
	 	10.10	Guaranty Matters	115
	 	10.11	Certain ERISA Matters.	116
	 	10.12	Acknowledgements of the Lenders and Issuing Banks	117
	 	 	 	 
	ARTICLE XI
    MISCELLANEOUS	119
	 	 
	 	11.01	Amendments, Etc	119
	 	11.02	Notices; Effectiveness; Electronic Communication	120
	 	11.03	No Waiver; Cumulative Remedies	122
	 	11.04	Expenses; Indemnity; Limitation of Liability; Damage
    Waiver	122
	 	11.05	Payments Set Aside	124
	 	11.06	Successors and Assigns	125
	 	11.07	Treatment of Certain Information; Confidentiality	129
	 	11.08	Right of Setoff	130
	 	11.09	Interest Rate Limitation	131
	 	11.10	Counterparts; Integration; Effectiveness	131
	 	11.11	Survival of Representations and Warranties	132
	 	11.12	Severability	133



 






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	 	11.13	Replacement of Lenders	133
	 	11.14	Governing Law; Jurisdiction; Etc	134
	 	11.15	Waiver of Jury Trial	135
	 	11.16	USA PATRIOT Act Notice	135
	 	11.17	Judgment Currency	136
	 	11.18	No Advisory or Fiduciary Relationship	136
	 	11.19	Acknowledgement and Consent to Bail-In of Financial
    Institutions	137
	 	11.20	Amendment and Restatement of the Existing Credit Agreement	137



 






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	SCHEDULES	 
	 	 	 
	 	2.01	Commitments and Applicable Percentages
	 	6.01(c)	Subsidiaries 
	 	6.06	Litigation
	 	11.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 	 
	EXHIBITS	 
	 	 	Form of
	 	 	 
	 	A	Committed Loan Notice
	 	B	Swingline Loan Notice
	 	C	Revolving Note
	 	D	Swingline Note
	 	E	Compliance Certificate
	 	F	Assignment and Assumption
	 	G	Joinder Agreement
	 	H	Designated Borrower Request and Assumption Agreement
	 	I	Designated Borrower Notice


 






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SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of November 30, 2021 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
among AMPHENOL CORPORATION, a Delaware corporation (the “Company”), AMPHENOL EAST ASIA LIMITED, a private limited
company incorporated in Hong Kong (the “Hong Kong Borrower”), AMPHENOL TECHNOLOGIES HOLDING GMBH, a corporation registered
in the commercial register of the local court of Stuttgart under HRB 104157 (the “German Borrower”), AMPHENOL BENELUX
B.V., a company incorporated in the Netherlands (the “Dutch Borrower”), AMPHENOL LIMITED, a company incorporated in
England (the “UK Borrower”, together with the Hong Kong Borrower, the German Borrower and the Dutch Borrower, the
 “Initial Subsidiary Borrowers”), certain additional Subsidiaries of the Company party hereto pursuant to Section 2.14
(together with the Initial Subsidiary Borrowers, the “Designated Borrowers”, and each a “Designated Borrower”,
and together with the Company, the “Borrowers”, and each a “Borrower”), certain Subsidiaries of
the Company from time to time party hereto (each a “Subsidiary Guarantor” (as further defined below) and together
with the Company, in its capacity as a guarantor of the Designated Borrower Obligations, the “Guarantors”), each lender
from time to time party hereto (collectively, the “Lenders” and each individually, a “Lender”)
and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer.


 


The Company has requested that the Lenders amend
and restate the Amended and Restated Credit Agreement dated as of January 15, 2019 (as amended by that certain First Amendment thereto,
dated as of May 4, 2021, the “Existing Credit Agreement”), among the Company, the Hong Kong Borrower, the German
Borrower, the Dutch Borrower, the UK Borrower, the designated borrowers from time to time party thereto, the guarantors from time to
time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, 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 agree that the Existing Credit Agreement shall be amended and restated in its entirety, as of the
Restatement Date (as defined below), 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:


 


“Accounts Receivable Facility”
means any accounts receivable financing program entered into by the Company and/or any of its Subsidiaries on terms customary for accounts
receivable financings; provided, in each case, that there is no recourse thereunder against the Company or any of its Subsidiaries
for any default by any account obligor in the payment of its obligations in connection with the accounts receivable subject to such program,
except to the extent that such recourse is limited in a customary manner for facilities of such type; provided, further,
that any accounts receivable financing program shall cease to constitute an “Accounts Receivable Facility” in the event the
attributes described in the foregoing proviso cease to exist with regard to such program.


 






    


     


    

 


“Accounts Receivable Facility Amount”
means, at any time, the principal component of financing then outstanding under any Accounts Receivable Facility.


 


“Acquisition” means the acquisition
by the Company or any of its Subsidiaries (by purchase or otherwise) in a single transaction or in a series of related transactions,
of all or substantially all of the business, property or fixed assets of, or at least a majority of the stock or other evidence of beneficial
ownership of, any Person or any division, business unit or line of business of any Person.


 


“Additional Lender” has the
meaning specified in Section 2.17(d).


 


“Adjusted Daily Simple RFR”
means, (i) with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to (a) the Daily Simple
RFR for Sterling, plus (b) 0.0326%, (ii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum
equal to (a) the Daily Simple RFR for Dollars, plus (b) 0.10%; provided that if the Adjusted Daily Simple RFR as so determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted EURIBOR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) 
the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate
as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted HIBOR Rate” means
with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars for any Interest Period, an interest rate per annum equal
to (a) the HIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted
HIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this
Agreement.


 


“Adjusted Term SOFR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the
Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be
less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted TIBOR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Yen for any Interest Period, an interest rate per annum equal to (a) the
TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted TIBOR Rate as so
determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 






    2


     


    

 


“Administrative Agent” means
JPMorgan Chase Bank, N.A. 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 Company and the Lenders.


 


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


 


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


 


“Affiliate”, as applied to
any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For
the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the
power to (i) vote 10% or more of the Voting Stock of such Person or (ii) direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or by contract or otherwise.


 


“Aggregate Commitments” means
the Commitments of all the Lenders. The aggregate principal amount of the Aggregate Commitments in effect on the Restatement Date is
TWO BILLION FIVE HUNDRED MILLION DOLLARS ($2,500,000,000).


 


“Agreed Currencies” means Dollars
and each Alternative Currency.


 


“Alternative Currency” means
each of Euro, Hong Kong Dollars, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.05.


 


“Alternative Currency Equivalent”
means, for any amount denominated in Dollars, at the time of determination thereof, the equivalent of such amount in the applicable Alternative
Currency as determined by using the rate of exchange for the purchase of such Alternative Currency with Dollars last provided (either
by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding
the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of such
Alternative Currency with Dollars, as provided by such other publicly available information service which provides that rate of exchange
at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available
or ceases to provide such rate of exchange, the equivalent of such amount in such Alternative Currency as determined by the Administrative
Agent using any method of determination it deems appropriate in its sole discretion after due consideration of market convention at such
time).


 






    3


     


    

 


“Alternative Currency Sublimit”
means an amount equal to the lesser of the Aggregate Commitments and $750,000,000. The Alternative Currency Sublimit is part of, and
not in addition to, the Aggregate Commitments.


 


“Ancillary Documents” has the
meaning specified in Section 11.10(b).


 


“Anti-Corruption Laws” means
all laws, rules, and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning
or relating to bribery or corruption, including, but not limited to, the Foreign Corrupt Practices Act of 1977 and the United Kingdom
Bribery Act 2010, each as amended, and the rules and regulations thereunder.


 


“Applicable Foreign Obligor Documents”
has the meaning specified in Section 6.12(a).


 


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


 


“Applicable Rate” means, for
any day, with respect to any Base Rate Loan, Term Benchmark Loan, RFR Loan or with respect to the commitment fees payable hereunder,
as the case may be, the applicable rate per annum set forth below under the caption “Commitment Fee”, “Term Benchmark
Loans, RFR Loans and Letter of Credit Fee” or “Base Rate Loans”, as the case may be, based upon the most recently publicly
announced Debt Rating determined in accordance with the table set forth below:


 


	Pricing
    Level	Debt
    Rating	Commitment
    Fee	Term


    Benchmark

 Loans, RFR

 Loans and 

Letter of 

Credit Fee	Base

    Rate Loans
	1	≥
    A / A2 	0.07%	0.875%	0.00%
	2	A-
    / A3 	0.09%	1.000%	0.00%
	3	BBB+
    / Baa1	0.10%	1.125%	0.125%
	4	BBB
    / Baa2 	0.15%	1.250%	0.250%
	5	≤
    BBB-/ Baa3 	0.20%	1.500%	0.500%


 


For purposes of the foregoing, (i) if at
any time the Company only has one rating in effect from Moody’s or S&P, then such rating shall apply, (ii) if at any time
the Company does not have a rating in effect from at least one of Moody’s or S&P (other than by reason of the circumstances
referred to in the last sentence of this definition), then Pricing Level 5 shall apply; (iii) if the ratings established by Moody’s
and S&P shall fall within different Levels, the Applicable Rate shall be based on the higher of the two ratings (with the Debt Rating
for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest) unless one of the two ratings
is two or more Levels lower than the other, in which case the Applicable Rate shall be the rating that is one level lower than the higher
rating (for example, if the Debt Ratings are A/Baa2, Pricing Level 2 will apply); and (iv) if the ratings established or deemed
to have been established by Moody’s and S&P shall be changed, such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change. If Moody’s or S&P
shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to
amend this definition to reflect the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment,
the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such cessation.


 






    4


     


    

 


“Applicable Time” means, with
respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency
as may be determined by the Administrative Agent or the applicable 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.


 


“Applicant Borrower” has the
meaning specified in Section 2.14(a).


 


“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.


 


“Asset Sale” means the sale
by the Company or any of its Subsidiaries to any Third Party of (i) any of the stock or other ownership interests of any of the
Company’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of the Company or any of
its Subsidiaries, or (iii) any other assets (whether tangible or intangible) of the Company or any of its Subsidiaries outside of
the ordinary course of business (other than (a) accounts receivable sold pursuant to any Accounts Receivable Facility permitted
by Section 8.01(c)(ii) and (b) any other such assets to the extent that the aggregate value of such assets sold
in any single transaction or related series of transactions is equal to $10,000,000 or less).


 


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


 


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


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any Finance Lease of any Person, the capitalized amount thereof that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease were accounted for as a Finance Lease and (c) in respect of any Accounts Receivable Facility,
the Accounts Receivable Facility Amount.


 






    5


     


    

 


“Audited Financial Statements”
means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2020, and
the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company
and its Subsidiaries, including the notes thereto.


 


“Availability Period” means
the period from and including the Restatement Date to but excluding the earliest of (a) the Maturity Date (or the latest Maturity
Date, in the event there are two or more tranches of Commitments as a result of one or more extensions pursuant to Section 2.17),
(b) the date of termination of the Aggregate 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 each L/C Issuer to make L/C Credit Extensions pursuant to Section 9.02.


 


“Available Tenor” means, as
of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such
Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as
applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any
frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of
doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of
 ‎Section 3.03.


 


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


 


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


 


“Bank Levy” means the UK bank
levy as set out in the Finance Act 2011, the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting),
the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz), in each case, as amended.


 






    6


     


    

 


“Base Rate” means, for any
day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such
day plus 1⁄2 of 1.00% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government
Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided
that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate
at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified
by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime
Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime
Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant
Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.03),
then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed
to be 1.00% for purposes of this Agreement..


 


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


 


“Base Rate Loan” means a Loan
that bears interest based on the Base Rate. All Base Rate Loans shall be (i) denominated in Dollars and (ii) available solely
to the Company and each other Borrower that is a Domestic Subsidiary.


 


“Benchmark” means, initially,
with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term
Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark
Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then
 “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate pursuant to clause (b) of ‎Section 3.03.


 


“Benchmark Replacement” means,
for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the
applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark
Replacement” shall mean the alternative set forth in (2) below:


 


(1)            in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for Dollars;


 


(2)            the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated
credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark
Replacement Adjustment;


 






    7


     


    

 


If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.


 


“Benchmark Replacement Adjustment”
means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest
Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities
denominated in the applicable Agreed Currency at such time.


 


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


 


“Benchmark Replacement Date”
means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:


 


(1)           in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 






    8


     


    

 


(2)           in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark Transition Event”
means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:


 


(1)           a public statement or publication of
information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing
that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)           a public statement or publication of
information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable
to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency
or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator
of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof)
permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 


(3)           a public statement or publication of
information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future
date will no longer be, representative.


 






    9


     


    

 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).


 


“Benchmark Unavailability Period”
means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 3.03 and (y) ending at the
time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with ‎Section 3.03.


 


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


 


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


 


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


 


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


 


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


 


“Borrowing Request” means a
Committed Borrowing or a Swingline Borrowing, as the context may require.


 


“Business Day” means, any day
(other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that, (a) in relation
to Loans denominated in Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (b) in
relation to Loans denominated in Yen and in relation to the calculation or computation of TIBOR, any day (other than a Saturday or a
Sunday) on which banks are open for business in Japan, (c) in relation to Loans denominated in Hong Kong Dollars and in relation
to the calculation or computation of HIBOR, any day (other than a Saturday or a Sunday) on which banks are open for business in Hong
Kong, (d) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which
is a TARGET Day and (e) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments
of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business
Day.


 


“Calculation Date” means (a)(i) the
date of any Committed Borrowing or (ii) the date on which a Loan made in an Alternative Currency is continued and (b) the date
of issuance, amendment, renewal or extension of a Letter of Credit.


 


“Cash Collateralize” means
to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, any L/C Issuer or the
Swingline Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swingline 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 applicable L/C Issuer or Swingline 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 applicable
L/C Issuer or the Swingline 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.


 






    10


     


    

 



 


 


“CBR Loan” means a Loan that
bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread” means the Applicable
Rate, applicable to such Loan that is replaced by a CBR Loan.


 


“Central Bank Rate” means, (A) the
greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three
rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations
of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)
from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central
banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time,
(c) Yen, the “short-term prime rate” as publicly announced by the Bank of Japan (or any successor thereto) from time
to time and (d) any other Alternative Currency, a central bank rate as determined by the Administrative Agent in its reasonable discretion
and (ii) the Floor; plus (B) the applicable Central Bank Rate Adjustment.


 


“Central Bank Rate Adjustment”
means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value
or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the
EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during
such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such
period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average
of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was
available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of
five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period,
(c) Yen, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted
TIBOR Rate for the five most recent Business Days preceding such day for which the TIBOR Screen Rate was available (excluding, from such
averaging, the highest and the lowest Adjusted TIBOR Rate applicable during such period of five Business Days) minus (ii) the Central
Bank Rate in respect of Yen in effect on the last Business Day in such period and (d) any other Alternative Currency, a Central Bank
Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the
term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) each of the EURIBOR
Rate and the TIBOR Rate on any day shall be based on the EURIBOR Screen Rate or the TIBOR Screen Rate, as applicable, on such day at approximately
the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.


 






    11


     


    

 


“Change in Law” means the occurrence,
after the date of this Agreement (or, in the case of an Eligible Assignee, after the date such Eligible Assignee becomes a party to 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, however, for purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, guidelines or directives in connection therewith and (ii) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


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


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire (such right, an “option right”), whether such
right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the Voting Stock of the
Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant
to any option right); or


 


(b)            during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period,
(ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and
(ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.


 






    12


     


    

 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


“Co-Documentation Agents” means
Barclays Bank PLC, BNP Paribas, Commerzbank AG, New York Branch, HSBC Bank USA, N.A. and Mizuho Bank, Ltd. in their capacities as
co-documentation agents.


 


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


 


“Commitment Fee” has the meaning
specified in Section 2.09(a).


 


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


 


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


 


“Committed Loan Notice” means
a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation
of Term Benchmark Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.


 


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


 


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


 


“Consolidated Corporation” has
the meaning specified in Section 6.07.


 


“Consolidated EBITDA” means,
for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period
plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Expense for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries
for such period, (iii) depreciation and amortization expense, (iv) other non-cash charges for such period, (v) all non-cash
losses for such period, (vi) any expenses or charges incurred in connection with any Equity Issuances (including upfront fees payable
in respect of bank facilities), (vii) any restructuring charges or reserves or non-recurring cash charges in an aggregate amount
in the case of the cash portion thereof not to exceed $5,000,000 in any consecutive twelve month period ending on any date of determination,
(viii) any fees and expenses related to Acquisitions and investments permitted hereunder and (ix) any deduction for minority
interest expense, minus (b) to the extent included in calculating Consolidated Net Income for such period, all non-cash income
or gains for such period, all as determined in accordance with GAAP.


 






    13


     


    

 


“Consolidated Funded Indebtedness”
means, without duplication, as of any date of determination, (a) the aggregate stated balance sheet amount of all Indebtedness of
the Company and its Subsidiaries under clauses (a), (b) and (c) of the definition of “Indebtedness” (but only to
the extent, in the case of said clause (c), of any drawings honored under letters of credit and not yet reimbursed by the Company or any
of its Subsidiaries), as determined on a consolidated basis in accordance with GAAP plus (b) the Accounts Receivable Facility
Amount.


 


“Consolidated Interest Coverage Ratio”
means, as of the last day of any fiscal quarter of the Company, the ratio of (a) Consolidated EBITDA for the Testing Period ending
on such date to (b) Consolidated Interest Expense for such Testing Period, each as determined on a consolidated basis in accordance
with GAAP.


 


“Consolidated Interest Expense”
means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of all interest, premium payments, debt discount,
fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest
and other fees and charges incurred under any Accounts Receivable Facility) or in connection with the deferred purchase price of assets,
but excluding, however, any interest expense not payable in cash during such period, in each case to the extent treated as interest in
accordance with GAAP.


 


“Consolidated Leverage Ratio”
means, as of the last day of any fiscal quarter of the Company, the ratio of (a) Consolidated Funded Indebtedness as of such date
to (b) Consolidated EBITDA for the Testing Period ended on such date.


 


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


 


“Consolidated Net Tangible Assets”
means the aggregate amount of assets included on the consolidated balance sheet of the Company as of the most recent fiscal quarter end
for which such consolidated balance sheet is available, minus (a) all current liabilities, except for current maturities of long-term
debt and current maturities of obligations under Finance Leases, and (b) total goodwill and other intangible assets, all as set forth
on the most recent consolidated balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.


 


“Contractual Obligation”, as
applied to any Person, means any provision of any security issued by that Person or of any material indenture, mortgage, deed of trust,
contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound
or to which it or any of its properties is subject.


 


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


 






    14


     


    

 


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


 


“Credit Party” means each of
the Administrative Agent, the L/C Issuers, and any other Lender.


 


“Daily Simple RFR” means, for
any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Sterling,
SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day
or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and
(ii) Dollars, Daily Simple SOFR.


 


“Daily Simple SOFR” means, for
any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”)
that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR
is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR
shall be effective from and including the effective date of such change in SOFR without notice to the Company.


 


“Debt Rating” means, as of any
date of determination, the rating as determined by the Ratings Agencies (collectively, the “Debt Ratings”) of the Company’s
non-credit-enhanced, senior unsecured long-term debt.


 


“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 Term Benchmark Loan or RFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable
Rate and adjustments) otherwise applicable to such Term Benchmark Loan or RFR Loan plus 2% per annum, and (b) when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


 






    15


     


    

 


“Defaulting Lender” means, subject
to Section 2.16(b), any Lender (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 Swingline Loans, within three (3) Business Days of the date required
to be funded by it hereunder, unless such obligation is the subject of a good faith dispute, (b) has notified the Company 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 generally in which it commits to extend credit, (c) has failed,
within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative
Agent that it will comply with its funding obligations, unless such obligation is the subject of a good faith dispute, or (d) has,
or has a direct or indirect parent company that has, (i) become the subject of (A) a proceeding under any Debtor Relief Law
or (B) a Bail-In Action, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action
in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that,
a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender.


 


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


 


“Designated Borrower Notice”
has the meaning specified in Section 2.14(a).


 


“Designated Borrower Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Designated Borrowers 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 Designated Borrower 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.


 


“Designated Borrower Request and Assumption
Agreement” has the meaning specified in Section 2.14(a).


 


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


 


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


 


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


 






    16


     


    

 


“Dollar Equivalent” means, for
any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount
is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase
of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent or the
applicable L/C Issuer, as the case may be) by Reuters on the Business Day (New York City time) immediately preceding the date of determination
or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of Dollars with the Alternative Currency,
as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters
chosen by the Administrative Agent or the applicable L/C Issuer, as the case may be, in its sole discretion (or if such service ceases
to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative
Agent or the applicable L/C Issuer, as the case may be, using any method of determination it deems appropriate in its sole discretion
after due consideration of market convention at such time) and (c) if such amount is denominated in any other currency, the equivalent
of such amount in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, using any method
of determination it deems appropriate in its sole discretion after due consideration of market convention at such time.


 


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


 


“Dutch Borrower” means Amphenol
Benelux B.V., a company incorporated in the Netherlands.


 


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


 


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


 


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


 


“Electronic Signature” means
an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent
to sign, authenticate or accept such contract or record.


 


“Eligible Assignee” means (a) a
Lender; (b) an Affiliate of a Lender (unless a transfer to such Affiliate would result in increased costs to any Borrower); (c) an
Approved Fund; and (d) any other Person (other than a natural person or a holding company, investment vehicle or trust (but not including,
for the avoidance of doubt, any bona fide third party investment funds) for, or owned and operated for the primary benefit of a natural
person) approved by (i) the Administrative Agent, each L/C Issuer and the Swingline Lender, and (ii) unless an Event of Default
has occurred and is continuing, the Company (each such approval not to be unreasonably withheld); provided that notwithstanding
the foregoing, “Eligible Assignee” shall not include (A) the Company or any of the Company’s Affiliates or Subsidiaries
or (B) any Defaulting Lender or any of its Subsidiaries, or any direct or indirect parent company of such Defaulting Lender, or any
Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B); and provided
further, however, that an Eligible Assignee shall include only a Lender, an Affiliate of a Lender or another Person, which,
through its Lending Offices, is capable of lending Dollars and the Alternative Currencies to the Borrowers without the imposition of any
additional Indemnified Taxes.


 






    17


     


    

 


“EMU Legislation” means the
legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.


 


“Environmental Claims” means
any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigations (other than internal reports prepared by the Company or any of its Subsidiaries (i) in the ordinary course
of such Person’s business or (ii) as required in connection with a financing transaction or an acquisition or disposition of
real estate) or proceedings relating in any way to any Environmental Law (for purposes of this definition, “Claims”),
including (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any applicable Environmental Law and (b) any and all Claims by any Third Party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.


 


“Environmental Laws” means any
and all applicable present and future laws, statutes, ordinances, rules, regulations, requirements, restrictions, permits, orders, and
determinations of any governmental authority that have the force and effect of law, and that pertain to pollution (including hazardous,
toxic or dangerous substances), or protection of natural resources or the environment, whether federal, state, or local, domestic or foreign
including environmental response laws such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
by the Superfund Amendments and Reauthorization Act of 1986 and as the same may be further amended (hereinafter collectively called “CERCLA”).


 


“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, 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.


 


“Equity Issuance” means any
issuance by the Company or any Subsidiary to any Person of shares of its Equity Interests, other than (a) any issuance of shares
of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of shares of its Equity Interests pursuant
to the conversion of any debt securities to equity or the conversion of any class equity securities to any other class of equity securities,
(c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by the Company of shares of its Equity
Interests as consideration for an Acquisition permitted hereunder and (e) any issuance of shares of Equity Interests from a Subsidiary
to the Company or any other Subsidiary. The term “Equity Issuance” shall not be deemed to include any Asset Sale.


 






    18


     


    

 


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


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that together with the Company or any of its Subsidiaries is (i) treated as a single
employer under Section 414(b) or (c) of the Internal Revenue Code or (solely for purposes of Section 412 of the Internal
Revenue Code) Section 414(m) or (o) of the Internal Revenue Code or (ii) under common control within the meaning of
Section 4001(a)(14) of ERISA.


 


“ERISA Event” means any of the
following events or occurrences if such event or occurrence could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect: (i) the failure by the Company, any Subsidiary or any ERISA Affiliate to make a required contribution to
a Pension Plan by its due date under Section 430(j) of the Internal Revenue Code or any failure by any Pension Plan to satisfy
the minimum funding standards (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable
to such Pension Plan, whether or not waived in accordance with Section 412(c) of the Internal Revenue Code or Section 302(c) of
ERISA; (ii) a withdrawal by the Company, any of its Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063
of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or the termination
of any such Pension Plan resulting in liability to the Company, any of its Subsidiaries or any ERISA Affiliate pursuant to Section or
4064 of ERISA, or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a
complete or partial withdrawal by the Company, any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is or is expected to be insolvent pursuant to Section 4245 of ERISA or in “endangered” or “critical”
status (within the meaning of Sections 431 or 432 of the Internal Revenue Code or Sections 304 or 305 of ERISA); (iv) the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate, in each case with respect to a Pension Plan or Multiemployer Plan; (v) an event
or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (vi) the imposition of any liability upon the Company,
any of its Subsidiaries or any ERISA Affiliate under Title IV of ERISA (other than with respect to PBGC premiums due but not delinquent
under Section 4007 of ERISA); (vii) the imposition of a Lien on the assets or property of the Company, any of its Subsidiaries
or any ERISA Affiliate pursuant to Section 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension
Plan; (viii) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Plan intended to
qualify under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of
the Internal Revenue Code; or (ix) the violation of any applicable foreign law, or an event or occurrence that is comparable to any
of the foregoing events or occurrences, in either case with respect to a Plan that is not subject to regulation under ERISA by reason
of Section 4(b)(4) of ERISA.


 


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


 






    19


     


    

 


“EURIBOR Rate” means, with respect
to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the
commencement of such Interest Period.


 


“EURIBOR Screen Rate” means
the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration
of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01
of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00
a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available,
the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company.


 


“Euro” and “EUR”
mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.


 


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


 


“Excluded Domestic Subsidiary”
means each Domestic Subsidiary of the Company (i) that is a Subsidiary of a Foreign Subsidiary or (ii) substantially all of
the assets of which consist of the Equity Interests (or Equity Interests and other securities) of one or more Foreign Subsidiaries.


 


“Excluded Taxes” means, any
of the following Taxes imposed on or with respect to a Credit Party in respect of any payment to be made by or on account of any obligation
of any Loan Party hereunder or under any other Loan Document: (a) Taxes imposed on or measured by its overall net income (however
denominated), franchise Taxes imposed on it and branch profits Taxes, in each case, (i) imposed as a result of such Credit Party
being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located
in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed as a result of a present or former
connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having
executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan
Document), (b) in the case of a Lender, any U.S., Hong Kong, German or UK withholding Tax that is imposed on amounts payable to such
Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such Lender becomes
a party hereto (other than pursuant to an assignment request by the Company under Section 11.13) or designates a new Lending
Office, except in each case to the extent that such 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 applicable Borrower with respect to such withholding tax pursuant
to Section 3.01, (c) Taxes attributable to such Credit Party’s failure to comply with Section 3.01(e),
(d) any withholding Taxes imposed under FATCA, (e) any Taxes suffered or incurred with respect to any Bank Levy (or any payment
directly attributable to, or liability arising directly as a consequence of, a Bank Levy), and (f) any Dutch Taxes imposed, withheld
or deducted (i) in connection with or pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) or (ii) as
a result of a Credit Party having a substantial interest (aanmerkelijk belang) as laid down in the Dutch Income Tax Act 2001 (Wet
inkomstenbelasting 2001).


 






    20


     


    

 


“Existing Credit Agreement”
has the meaning specified in the preamble to this Agreement.


 


“Existing Maturity Date” has
the meaning specified in Section 2.17(a).


 


“Extending Lender” has the meaning
specified in Section 2.17(b).


 


“Extension Request” has the
meaning specified in Section 2.17(a).


 


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


 


“Federal Funds Effective Rate”
means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions,
as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding
Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would
be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


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


 


“Fee Letter” means, collectively,
(i) the Fee Letter, dated as of October 15, 2021, by and between the Company and JPMorgan Chase Bank, N.A. and (ii) each
of the fee letters dated as of November 30, 2021, by and between the Company and the other Joint Lead Arrangers.


 


“Finance Lease”, as applied
to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP,
is accounted for as a finance lease on the balance sheet of that Person.


 


“Floor” means the benchmark
rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal
of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted HIBOR Rate, Adjusted TIBOR
Rate, Adjusted HIBOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial
Floor for each of Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted HIBOR Rate, Adjusted TIBOR Rate, Adjusted HIBOR Rate, each
Adjusted Daily Simple RFR and the Central Bank Rate shall be zero.


 






    21


     


    

 


“Foreign Obligor” means a Designated
Borrower that is a Foreign Subsidiary.


 


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


 


“Fronting Exposure” means, at
any time there is a Defaulting Lender, (a) with respect to an 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 Swingline Lender,
such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline 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,
reasonably satisfactory to the applicable 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 business.


 


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


 


“German Borrower” means Amphenol
Technologies Holding GmbH, a corporation registered in the commercial register of the local court of Stuttgart under HRB 104157.


 


“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).


 






    22


     


    

 


“Guarantee” means, as to any
Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “Primary
Obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether
or not contingent, (i) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (A) for the purchase or payment of any such Indebtedness or (B) to maintain working capital or equity
capital of the Primary Obligor or otherwise to maintain the net worth or solvency of the Primary Obligor, (iii) to purchase property,
Equity Interests or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the Primary Obligor
to make payment of such Indebtedness or (iv) otherwise to assure or hold harmless the owner of such Indebtedness against loss in
respect thereof; provided, however, that the term “Guarantee” shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person
in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantors” has the meaning
specified in the preamble.


 


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


 


“Hazardous Materials” means
any substance that is defined or listed as a hazardous, toxic or dangerous substance under any present or future applicable Environmental
Law or that is otherwise regulated or prohibited or subject to investigation or remediation under any present or future applicable Environmental
Law because of its hazardous, toxic, or dangerous properties, including (i) any substance that is a “hazardous substance”
under CERCLA (as defined in the definition of “Environmental Laws”) and (ii) petroleum wastes or products.


 


“HIBOR Rate” means, for any
day and time, with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars for any Interest Period, the HKD Screen Rate,
as published at approximately 11:30 a.m. Hong Kong time as of the first day of such interest period.


 


“HKD Screen Rate” means the
Hong Kong interbank offered rate administered by the Treasury Markets Association (or any other person which takes over the administration
of that rate) for Hong Kong dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator)
on page HKABHIBOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the
appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such
page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant
rate after consultation with the Company. If the HKD Screen Rate shall be less than zero, the HKD Screen Rate shall be deemed to be zero
for purposes of the Credit Documentation.


 


“Hong Kong Borrower” means Amphenol
East Asia Limited, a private limited company incorporated in Hong Kong.


 


“Hong Kong Dollar” means the
lawful currency of Hong Kong.


 






    23


     


    

 


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


 


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


 


(b)            that
portion of obligations with respect to Finance Leases that is properly classified as a liability on a balance sheet of such Person in
conformity with GAAP,


 


(c)            any
obligation incurred by such Person in connection with banker’s acceptances and the maximum aggregate amount from time to time available
for drawing under all outstanding letters of credit issued for the account of such Person together, without duplication, with the amount
of all honored but unreimbursed drawings thereunder;


 


(d)            all
monetary obligations of such Person under any Swap Contract;


 


(e)            all
obligations of such Person to pay for all or any part of the deferred purchase price of property or services (excluding any such obligations
incurred under ERISA, any trade accounts payable in the ordinary course of business and earn out obligations related to any Acquisitions
permitted hereunder), including, without limitation, purchase money Indebtedness, which purchase price (a) is due more than six months
from the date of incurrence of the obligation in respect thereof and (b) would be shown on the liability side of the balance sheet
of such Person in accordance with GAAP;


 


(f)            all
indebtedness referred to in clauses (a) through (e) above secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of
that Person;


 


(g)            the
Attributable Indebtedness of Synthetic Lease Obligations and any Accounts Receivable Facility;


 


(h)            all
Guarantees of such Person in respect of any of the foregoing; and


 


(i)            all
Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the Company or any Subsidiary is a general partner or a joint
venturer to the extent the Company or any Subsidiary is liable for such Indebtedness pursuant to applicable Law.


 


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


 


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


 






    24


     


    

 


“Information” has the meaning
specified in Section 11.07.


 


“Intellectual Property” means
all patents, trademarks, tradenames, copyrights, technology, know-how and processes used in or necessary for the conduct of the business
of the Company and its Subsidiaries as currently conducted that are material to the condition (financial or otherwise), business or operations
of the Company and its Subsidiaries, taken as a whole.


 


“Interest Election Request”
means a request by the Company to convert or continue a Borrowing in accordance with ‎Section 2.02, which shall be substantially
in the form of Exhibit A or any other form approved by the Administrative Agent.


 


“Interest Payment Date” means
(a) with respect to any Base Rate Loan (other than a Swingline Loan), the last day of each March, June, September and December and
the Maturity Date, (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar
month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the
last day of such month) and (2) the Maturity Date, (c) with respect to any Term Benchmark Loan, the last day of each Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period
of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period, and the Maturity Date and (d) with respect to any Swingline Loan, the day that
such Loan is required to be repaid and the Maturity Date.


 


“Interest Period” means with
respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable
to the relevant Loan or Commitment for any Agreed Currency), as the Company may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 3.03(e) shall be
available for specification in such borrowing request or interest election request. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.


 


“Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended to the Restatement Date and from time to time thereafter, and any successor statute.


 


“IRS” means the United States
Internal Revenue Service.


 






    25


     


    

 


“ISP” means, with respect to
any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law &
Practice (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
applicable L/C Issuer and the Company (or any Subsidiary) or in favor of the applicable L/C Issuer and relating to any such Letter of
Credit.


 


“Joinder Agreement” means a
joinder agreement substantially in the form of Exhibit G executed and delivered by a Domestic Subsidiary (other than an Excluded
Domestic Subsidiary) that is a Material Subsidiary in accordance with the provisions of Section 7.07.


 


“Joint Lead Arrangers” means,
collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., MUFG Bank, LTD. and TD Securities (USA) LLC in their
capacities as joint lead arrangers and joint bookrunners.


 


“Laws” means as to any Person,
any law, treaty, executive order, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“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.


 


“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 Committed
Borrowing. All L/C Borrowings shall be denominated in Dollars.


 


“L/C Commitment” means, as to
each L/C Issuer, an aggregate amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s
name on Schedule 2.01, as such amount may be adjusted from time to time in accordance with this Agreement.


 


“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 JPMorgan
Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., MUFG Bank, Ltd. and The Toronto-Dominion Bank, New York Branch and or any
successor issuer of Letters of Credit hereunder, each in its capacity as an issuer of Letters of Credit hereunder. An L/C Issuer may,
in its discretion, and with the consent of the Company, not to be unreasonably withheld, arrange for one or more Letters of Credit to
be issued by its Affiliates, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate (it being agreed that such L/C Issuer shall, or shall cause such Affiliate to, comply with the requirements
of Section 2.03 with respect to such Letters of Credit).


 






    26


     


    

 


“L/C Obligations” means, as
at any date of determination, the then Dollar Equivalent of the aggregate amount available to be drawn under all outstanding Letters of
Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08.
For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still
be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender” has the meaning specified
in the introductory paragraph hereto and, as the context requires, includes any L/C Issuer and the Swingline Lender.


 


“Lender-Related Person” has
the meaning specified in Section 11.04(d).


 


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


 


“Letter of Credit” means any
letter of credit issued hereunder. 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
Issuers.


 


“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 $100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Lien” means any lien, mortgage,
hypothecation, pledge, assignment, security interest, charge or other similar encumbrance of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and any other similar
preferential arrangement having the practical effect of any of the foregoing.


 


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


 


“Loan Documents” means this
Agreement, each Designated Borrower Request and Assumption Agreement, each Note, each Issuer Document, the Fee Letter, any agreement creating
or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and any agreement, notice,
instrument or other document designated as such by the Administrative Agent and the Company (it being understood that the Administrative
Agent shall give the Lenders notice of any such designation), each as amended, modified, supplemented, extended, renewed, restated or
substituted from time to time.


 






    27


     


    

 


“Loan Party” means the Company,
each Designated Borrower and each Subsidiary Guarantor, and “Loan Parties” means all such Persons, collectively.


 


“Margin Stock” has the meaning
assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


“Material Adverse Effect” means
(a) a material adverse change in, or a material adverse effect upon, the business, assets, operations, properties or financial condition
of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole,
to perform their obligations under this Agreement or any other Loan Document; or (c) a material impairment of the rights and remedies
of the Administrative Agent and Lenders under this Agreement or any other Loan Document.


 


“Material Subsidiary” means
any Subsidiary with respect to which either of the following criteria has been met: (a) the aggregate revenue generated by such Subsidiary
equals or exceeds an amount equal to five percent (5%) of the consolidated aggregate revenues generated by the Company and its Subsidiaries
for the period of four consecutive fiscal quarters most recently ended or (b) the aggregate book value of the assets of such Subsidiary
equals or exceeds five percent (5%) of the then current book value of all the assets of the Company and its Subsidiaries.


 


“Maturity Date” means the later
of (a) the date that is five years after the Restatement Date and (b) for any Lender agreeing to extend its Maturity Date pursuant
to Section 2.17, such date pursuant to which the Maturity Date of such Lender has been extended; provided, however,
that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.


 


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


 


“Multiemployer Plan” means a
 “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, with respect to which the Company, any
of its Subsidiaries or any ERISA Affiliate may have liability.


 


“Non-Consenting Lender” has
the meaning specified in Section 11.13.


 


“Non-Extending Lender” has the
meaning specified in Section 2.17(b).


 


“Note” means a Revolving Note
or a Swingline Note, as the context may require.


 


“NYFRB” means the Federal Reserve
Bank of New York.


 


“NYFRB Rate” means, for any
day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect
on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates
are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted
at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it;
provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 






    28


     


    

 


“NYFRB’s Website” means
the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“Obligations” means all advances
to, and debts, liabilities and obligations 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.


 


“Organizational Documents” means
the documents (including bylaws or limited liability company agreement, if applicable) pursuant to which a Person that is a corporation,
partnership, trust or limited liability company is organized.


 


“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, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.13)
as a result of a present or former connection between a Credit Party and the jurisdiction imposing such Tax (other than connections arising
from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned
an interest in any Loan or Loan Document).


 


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


 


“Overnight Bank Funding Rate”
means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by
U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s
Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 






    29


     


    

 


“Overnight Rate” means, for
any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated
in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuers, 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 each state so described in any EMU Legislation.


 


“Patriot Act” shall mean the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.


 


“Payment” has the meaning specified
in Section 10.12(c)(i).


 


“Payment Notice” has the meaning
specified in Section 10.12(c)(ii).


 


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


 


“PBGC Agreements” means that
certain Settlement Agreement effective as of May 14, 1997, by and between the Company and the PBGC, and that certain Negative Pledge
Undertaking dated May 19, 1997, from the Company for the benefit of the PBGC, in each case as amended from time to time after the
Restatement Date in accordance with Section 8.08(b).


 


“Pension Plan” means a pension
plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), with respect to which the Company, any of its Subsidiaries
or any ERISA Affiliate may have any liability.


 


“Permitted Encumbrances” means
the following types of Liens:


 


(a)            Liens
(other than any Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or by ERISA or any Lien in favor of the
PBGC) for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the
extent that payment thereof is otherwise not, at the time, required by Section 7.03;


 


(b)            Liens
in respect of property or assets imposed by law, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s,
repairmen’s or other similar Liens arising in the ordinary course of business, in each case so long as such Liens do not, individually
or in the aggregate, have a Material Adverse Effect;


 


(c)            Liens
(other than any Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or by ERISA or any Lien in favor of the
PBGC) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business
(exclusive of obligations in respect of payments for borrowed money);



 






    30


     


    

 



 


(d)            Liens
incurred in the ordinary course of business on securities to secure repurchase and reverse repurchase obligations in respect of such securities;


 


(e)            Liens
consisting of judgment or judicial attachment liens in circumstances not constituting an Event of Default under Section 9.01(h);


 


(f)            easements,
rights-of-way, restrictions, minor defects or irregularities of title and other similar encumbrances not interfering in any material respect
with the business of the Company and its Subsidiaries, taken as a whole;


 


(g)            Liens
arising solely by virtue of (i) any statutory or common law provision relating to bankers’ liens, rights of set-off or similar
rights and remedies with respect to deposit accounts or other funds maintained with a creditor depository institution or (ii) any
contractual netting arrangement with respect to deposit accounts maintained by any Subsidiaries of the Company in the United Kingdom,
to the extent such arrangement secures the repayment of any overdraft charged against any such account on a net credit/debit balance basis
with the other such accounts; provided that (in the case of both clause (i) and (ii) above) the applicable deposit account
is not a cash collateral account;


 


(h)            any
interest or title of a lessor, or secured by a lessor’s interest under, any lease permitted by this Agreement;


 


(i)            Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;


 


(j)            Liens
on goods the purchase price of which is financed by a commercial letter of credit issued for the account of the Company or any of its
Subsidiaries; provided that such Lien secures only the obligations of the Company or such Subsidiary in respect of such commercial
letter of credit to the extent permitted under this Agreement; and


 


(k)            leases
or subleases granted to others not interfering in any material respect with the business of the Company and its Subsidiaries, taken as
a whole.


 


“Permitted Liens” means those
Liens permitted to exist pursuant to Section 8.02.


 


“Person” means and includes
natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships,
joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, Governmental Authority or other entity.


 


“Plan” means an employee benefit
plan (as defined in Section 3(3) of ERISA) which the Company or any of its Subsidiaries sponsors or maintains, or to which the
Company or any of its Subsidiaries makes, is making or is obligated to make contributions, or to which the Company or any of its Subsidiaries
may have any liability, and includes any Pension Plan.


 






    31


     


    

 


“Platform” has the meaning specified
in Section 7.01.


 


“Prime Rate”
the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal
ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by
the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Priority Indebtedness” means,
as of any date, the sum (without duplication) of the (a) outstanding unsecured Indebtedness of the Subsidiaries that are not a Designated
Borrower or a Guarantor, other than (i) Indebtedness owed to any Loan Party and (ii) Indebtedness between Subsidiaries which
are not Loan Parties, and (b) Indebtedness of the Company and its Subsidiaries secured by Liens not otherwise permitted by Section 8.02(a) –
(d).


 


“Pro Forma Basis” means, for
purposes of calculating the financial covenants set forth in Section 8.06 or for purposes of calculating compliance with any
other covenant hereunder, that any Asset Sale or Acquisition shall be deemed to have occurred as of the first day of the most recent four
fiscal quarter period preceding the date of such transaction for which the Company has delivered financial statements pursuant to Section 7.01(a) or
(b). In connection with the foregoing, (a) with respect to any Asset Sale (i) income statement and cash flow statement
items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring
prior to the date of such transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as
of the first day of the applicable period and (b) with respect to any Acquisition (i) income statement items (whether positive
or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such
calculations to the extent (A) such items are not otherwise included in such income statement items for the Company and its Subsidiaries
in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported
by audited or historical financial statements, or other information reasonably satisfactory to the Administrative Agent, (ii) income
statement items may also be adjusted to reflect reasonably identifiable and supportable net cost savings or a reasonably identifiable
and supportable increase in sales volume determined in good faith by the Company and reasonably satisfactory to the Administrative Agent
and (iii) any Indebtedness incurred or assumed by the Company or any Subsidiary (including the Person or property acquired) in connection
with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction
(A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating
or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing
the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.


 


“Protesting Lender” has the
meaning specified in Section 2.14(a).


 






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


 


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


 


“Qualified Acquisition” means
any Acquisition where the aggregate amount of Indebtedness incurred by one or more of the Company or any of its Subsidiaries to finance
the purchase price of, or other consideration for, or assumed by one or more of them in connection with, such Acquisition is at least
$200,000,000.


 


“Ratings Agencies” means S&P
and Moody’s and “Ratings Agency” means any one of them.


 


“Real Estate” has the meaning
specified in Section 7.01(j)(1).


 


“Reference Time” with respect
to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on
the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels
time two TARGET Days preceding the date of such setting, (3) if such Benchmark is TIBOR Rate, 11:00 a.m. Japan time two Business
Days preceding the date of such setting, (4) if such Benchmark is HIBOR Rate, 11:30 a.m. Hong Kong time two Business Days preceding
the date of such setting, (5) if the RFR for such Benchmark is SONIA, then four Business Days prior to such setting, (6) if
the RFR for such Benchmark is Daily Simple SOFR, then four Business Days prior to such setting or (7) if such Benchmark is none of
the Term SOFR Rate, the EURIBOR Rate, the TIBOR Rate or SONIA, the time determined by the Administrative Agent in its reasonable discretion.


 


“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 and advisors of such Person
and of such Person’s Affiliates.


 


“Relevant Governmental Body”
means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the
NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in
Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto,
(iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee
officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark
Replacement in respect of Loans denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan
or, in each case, any successor thereto, (v) with respect to a Benchmark Replacement in respect of Loans denominated in Hong Kong
Dollars, the Hong Kong Monetary Authority, or a committee officially endorsed or convened by the Hong Kong Monetary Authority or, in each
case, any successor thereto and (vi) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency,
(a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor
which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement
or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such
Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such
Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors
or (4) the Financial Stability Board or any part thereof.


 






    33


     


    

 


“Relevant Rate” means (i) with
respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark
Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Yen,
the Adjusted TIBOR Rate, (iv) with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars, the Adjusted HIBOR Rate,
or (v) with respect to any RFR Borrowing denominated in Sterling or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.


 


“Relevant Screen Rate” means
(i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to
any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, (iii) with respect to any Term Benchmark Borrowing denominated
in Yen, the TIBOR Screen Rate or (iv) with respect to any Term Benchmark Borrowing denominated in Hong Kong Dollars, the HKD Screen
Rate, as applicable.


 


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


 


“Required Lenders” means, as
of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans
and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, Lenders
holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation
and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Lender for purposes of this definition);
provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


 


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


 


“Responsible Officer” means,
with respect to any Person, its chief executive officer, president or any vice president, managing director, treasurer, controller or
other officer of such Person having substantially the same authority and responsibility and, with respect to the UK Borrower only, chairman,
director or company secretary; provided, that, with respect to compliance with financial covenants, “Responsible Officer”
means the chief financial officer, treasurer or controller of the Company, or any other officer of the Company having substantially the
same authority and responsibility. 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.


 






    34


     


    

 


“Restatement Date” means November 30,
2021.


 


“Restricted Acquisition Subsidiary”
means (i) a Subsidiary of the Company that is or was (a) first created or acquired by the Company or any of its Subsidiaries
after the Restatement Date in connection with an Acquisition and (b) designated as a “Restricted Acquisition Subsidiary”
pursuant to a written notice delivered by the Company to the Administrative Agent prior to the consummation of such Acquisition; provided
that the Company may, by written notice to the Administrative Agent, redesignate any Restricted Acquisition Subsidiary as a Subsidiary
that is not a Restricted Acquisition Subsidiary.


 


“Reuters” means the applicable
Thomson Reuters Corp. source.


 


“Revaluation Date” means (a) with
respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing of such Loan and
(ii) each date of a conversion into or continuation of such Loan pursuant to the terms of Section 2.02 of this Agreement; (b) with
respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which such Letter
of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of
Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine
at any time when an Event of Default exists.


 


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


 


“RFR” means, for any RFR Loan
denominated in (a) Sterling, SONIA and (b) Dollars, Daily Simple SOFR.


 


“RFR Borrowing” means, as to
any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day” means, for
any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in London and (b) Dollars, a U.S. Government Securities Business Day.


 


“RFR Interest Day” has the meaning
specified in the definition of “Daily Simple RFR”.


 


“RFR Loan” means a Loan that
bears interest at a rate based on the Adjusted Daily Simple RFR.


 


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


 






    35


     


    

 


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


 


“Sanctioned Country”
means, at any time, a country, region or territory which is itself the subject or target of any countrywide or territory-wide Sanctions
(at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European
Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any
Person located, organized, operating or resident in a Sanctioned Country, (c) any Person otherwise the subject or target of Sanctions
or (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a), (b) or (c).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury
of the United Kingdom or other relevant sanctions authority.


 


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


 


“SOFR” means a rate equal to
the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator” means the
NYFRB (or a successor administrator of the secured overnight financing rate).


 


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


 


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


 


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


 


“SONIA” means, with respect
to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator
on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 






    36


     


    

 


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


 


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


 


“Statutory Reserve Rate” means
a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted EURIBOR Rate, Adjusted
TIBOR Rate or Adjusted HIBOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities”
in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed
in respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant
to Regulation D. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation
D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.


 


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


 


“Subsidiary” means, with respect
to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more
than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency)
to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided that,
with respect to the Company or any of its Subsidiaries, the term “Subsidiary” shall not include any special purpose entity
that is a party to any Accounts Receivable Facility.


 


“Subsidiary Guarantors” means
each Domestic Subsidiary (other than an Excluded Domestic Subsidiary) that is a Material Subsidiary identified as a “Subsidiary
Guarantor” on the signature pages hereto and each other Domestic Subsidiary (other than an Excluded Domestic Subsidiary) that
is a Material Subsidiary that joins as a Subsidiary Guarantor pursuant to Section 7.07.


 


“Swap Contract” means 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.


 






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“Swingline” means the revolving
credit facility made available by the Swingline Lender pursuant to Section 2.04.


 


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


 


“Swingline Lender” means JPMorgan
Chase Bank, N.A. in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.


 


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


 


“Swingline Loan Notice” means
a notice of a Swingline Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.


 


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


 


“Swingline Sublimit” means an
amount equal to the lesser of (a) $20,000,000 and (b) the Aggregate Commitments. The Swingline Sublimit is part of, and not
in addition to, the Aggregate Commitments.


 


“Syndication Agents” means,
collectively, Bank of America, N.A., Citibank, N.A., MUFG Bank, LTD. and TD Securities (USA) LLC in their capacities as syndication
agents.


 


“Synthetic Lease Obligation”
means the monetary obligation of a Person under a so-called synthetic or off-balance sheet lease which, upon the insolvency or bankruptcy
of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).


 


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


 


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


 


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


 


“Term Benchmark” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or the Adjusted HIBOR Rate.


 






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“Term SOFR Determination Day”
has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate” means, with
respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term
SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of
such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference Rate” means,
for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated
in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as
the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR
Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date
with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the
Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR
Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business
Days prior to such Term SOFR Determination Day.


 


“Testing Period” shall mean
each period of four consecutive fiscal quarters of the Company ended on the last day of such period.


 


“Third Party” means any Person
other than the Company or any of its Subsidiaries.


 


“TIBOR Rate” means, with respect
to any Term Benchmark Borrowing denominated in Yen and for any Interest Period, the TIBOR Screen Rate two Business Days prior to the commencement
of such Interest Period.


 


“TIBOR Screen Rate” means the
Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes over the
administration of that rate) for the relevant currency and period displayed on page DTIBOR01 of the Reuters screen (or, in the event
such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate as selected by the Administrative Agent
from time to time in its reasonable discretion) as published at approximately 1:00 p.m. Japan time two Business Days prior to the
commencement of such Interest Period.


 


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


 


“Type” means, when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate, the Adjusted HIBOR Rate, the Base Rate
or the Adjusted Daily Simple RFR.


 






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“UK Borrower” means Amphenol
Limited, a private limited company incorporated in England and Wales and registered with company number 00784278.


 


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


 


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


 


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


 


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


 


“U.S. Person” has the meaning
given at Section 7701(a)(30) of the Internal Revenue Code.


 


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


 


“Unreimbursed Amount” has the
meaning specified in Section 2.03(c)(1).


 


“Voting Stock” means, with respect
to any Person, securities of such Person having ordinary voting power (without regard to the occurrence of any contingency) to vote in
the election of directors of such Person.


 


“Wholly Owned Subsidiary” means
a Subsidiary of the Company, the Equity Interest of which is 100% owned and controlled, directly or indirectly, by the Company.


 


“Withholding Agent” means the
Loan Parties and the Administrative Agent.


 


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


 






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“Yen” and “¥”
mean the lawful currency of Japan.


 


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 Organizational 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.


 


(d)            For
purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Term Benchmark Loan” or an “RFR
Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Term Benchmark Borrowing” or an “RFR
Borrowing”).


 


1.03            Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, as in effect from time to time, applied consistently throughout the periods reflected therein, except as otherwise
specifically prescribed herein.


 






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


 


(c)            Pro
Forma Basis. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of financial covenants in
Section 8.06 shall be made on a Pro Forma Basis.


 


1.04         Exchange
Rates; Currency Equivalents.


 


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


 


(b)            Wherever
in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan, RFR 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 Committed Borrowing, Term Benchmark Loan, RFR 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 applicable L/C Issuer, as the case
may be.


 


1.05        Additional
Alternative Currencies.


 


(a)            The
Company may from time to time request that Term Benchmark Loans or RFR 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 such requested currency
is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case
of any such request with respect to the making of Term Benchmark Loans or RFR Loans, such request shall be subject to the approval of
the Administrative Agent and the Lenders; 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 applicable L/C Issuer.


 






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(b)            Any
such request shall be made to the Administrative Agent not later than 11:00 a.m., Chicago time, ten 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 applicable L/C Issuer, in its or their sole discretion). In the case of any such request
pertaining to Term Benchmark Loans or RFR Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case
of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof.
Each Lender (in the case of any such request pertaining to Term Benchmark Loans or RFR Loans) or each 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., Chicago time, seven Business
Days after receipt of such request whether it consents, in its sole discretion, to the making of Term Benchmark Loans or RFR Loans or
the issuance of Letters of Credit, as the case may be, in such requested currency.


 


(c)            Any
failure by a Lender or an 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 such L/C Issuer, as the case may be, to permit Term Benchmark Loans or RFR
Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent
to making Term Benchmark Loans or RFR Loans in such requested currency, the Administrative Agent shall so notify the Company, and such
currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings
of Term Benchmark Loans or RFR Loans; and if the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters
of Credit in such requested currency, the Administrative Agent shall so notify the Company, and such currency shall thereupon be deemed
for all purposes to be an Alternative Currency hereunder 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 1.05, the Administrative Agent
shall promptly so notify the Company.


 


1.06        Change
of Currency.


 


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


 






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(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.


 


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


 


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


 


1.09            Affiliates.
Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of JPMorgan Chase Bank,
N.A. through which JPMorgan Chase Bank, N.A. shall perform any of its obligations in such capacity hereunder. Each of the L/C Issuers
and the Swingline Lender may, in its discretion, arrange for one or more Letters of Credit to be issued or Swingline Loans to be provided,
as applicable, by Affiliates of such L/C Issuer or Swingline Lender, as applicable, in which case the term “L/C Issuer” and
 “Swingline Lender”, as applicable, shall include any such Affiliate with respect to Letters of Credit issued or Swingline
Loans provided by such Affiliate.


 


1.10            Interest
Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars or an
Alternative Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the
subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03(b) provides a mechanism for
determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not
have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used
in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation,
whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce
the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any
existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related
entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor
or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest
rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms
of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including
direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise
and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information
source or service.


 






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


 


ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01            Committed
Loans.


 


Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers in Dollars
or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount
not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving
effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate
Outstanding Amount of the Committed 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 Swingline Loans shall
not exceed such Lender’s Commitment and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in an Alternative
Currency plus the aggregate Outstanding Amount of all L/C Obligations denominated in an Alternative Currency shall not exceed the Alternative
Currency Sublimit. Each Lender may, at its option, make any Committed Loan available to any Designated Borrower that is a Foreign Subsidiary
by causing any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise
of such option shall not affect the obligation of such Designated Borrower to repay such Committed Loan in accordance with the terms
of this Agreement. Each Lender may, at its option, make any Committed Loan denominated in an Alternative Currency available by causing
any foreign or domestic branch or Affiliate of such Lender to make such Committed Loan; provided that any exercise of such option
shall not affect the obligation of such Designated Borrower to repay such Committed Loan in accordance with the terms of this Agreement.
Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans
may be Base Rate Loans, Term Benchmark Loans or RFR Loans, as further provided herein. All Committed Loans made on the Restatement Date
shall be Base Rate Loans. Notwithstanding anything herein to the contrary, Base Rate Committed Loans shall be (i) denominated in
Dollars and (ii) available solely to the Company and each other Borrower that is a Domestic Subsidiary.


 






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2.02        Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)            Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Term Benchmark Loans shall
be made upon the Company’s irrevocable notice to the Administrative Agent. Each such notice must be received by the Administrative
Agent not later than (a)(i)(x) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (y) if such rate becomes available pursuant to Section 3.03,
in the case of an RFR Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, five Business Days before
the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in Euros, not later than 12:00 p.m.,
New York City time, three Business Days before the date of the proposed Borrowing, (iii) in the case of a Term Benchmark Borrowing
denominated in Yen or Hong Kong Dollars, not later than 12:00 p.m., New York City time, four Business Days before the date of the
proposed Borrowing and (iv) in the case of an RFR Borrowing denominated in Sterling, not later than 11:00 a.m., New York City
time, five RFR Business Days before the date of the proposed Borrowing or (b) in the case of an Base Rate Borrowing, not later than
11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing of, conversion to or continuation of Term
Benchmark Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Committed Borrowing of RFR Loans or Base Rate Committed Loans (and in the
case of Base Rate Committed Loans, each conversion to) shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in
excess thereof. Each Committed Loan Notice shall specify (i) whether the Company is requesting a Committed Borrowing, a conversion
of Committed Loans from one Type to the other, or a continuation of Term Benchmark Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to
be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to
be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Committed
Loans to be borrowed, and (vii) if applicable, the Designated Borrower. If the Company fails to specify a currency in a Committed
Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Company fails to specify a
Type of Committed Loan in a Committed Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation,
then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the
case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued
as Term Benchmark Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark Loans. If the
Company requests a Borrowing of, conversion to, or continuation of Term Benchmark Loans in any such Committed Loan Notice, but fails
to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted
into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such
Committed Loan and reborrowed in the other currency.


 






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(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Company, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed
Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative
Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Committed Loan denominated in Dollars,
and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency,
in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction 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 Company or other applicable Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of such Borrower on the books of JPMorgan Chase Bank, N.A. 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 Company; provided, however, that if, on the date the Committed Loan Notice with respect to
such Borrowing denominated in Dollars is given by the Company, 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
applicable Borrower as provided above.


 


(c)            Except
as otherwise provided herein, a Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for such
Term Benchmark Loan. During the existence of a Default or an Event of Default, if the Required Lenders so elect, (i) no outstanding
Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark Borrowing
and each RFR Borrowing, in each case denominated in Dollars shall be converted to a Base Rate Borrowing at the end of the Interest Period
applicable thereto and (y) each Term Benchmark Borrowing and each RFR Borrowing, in each case denominated in an Alternative Currency
shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate
for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative
Currency other than Dollars shall either be (A) converted to a Base Rate Borrowing denominated in Dollars (in an amount equal to
the Dollar Equivalent of such Alternative Currency) at the end of the Interest Period, as applicable, therefor or (B) prepaid at
the end of the applicable Interest Period, as applicable, in full; provided that if no election is made by the Company by the
earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the
current Interest Period for the applicable Term Benchmark Loan, the Company shall be deemed to have elected clause (A) above.


 






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(d)            The
Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Term
Benchmark Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent
shall notify the Company and the Lenders of any change in JPMorgan Chase Bank, N.A.’s Prime Rate used in determining the Base Rate
promptly following the public announcement of such change.


 


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


 


(f)            The
Company may at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Aggregate
Commitments (but not the Letter of Credit Sublimit, Alternative Currency Sublimit or the Swingline Sublimit) by up to $1,000,000,000
in excess of the Aggregate Commitments in effect on the Restatement Date with additional Commitments from any existing Lender or new
Commitments from any other Person selected by the Company and approved by the Administrative Agent in its reasonable discretion; provided
that:


 


(1)            any
such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof and the
Company may make a maximum of five requests;


 


(2)            no
Default or Event of Default shall exist and be continuing at the time of any such increase;


 


(3)            no
existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall
be in such Lender’s sole and absolute discretion;


 


(4)            any
new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent; and


 


(5)            as
a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate dated as of the date of such
increase signed by a Responsible Officer of each Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase or the resultant increased amount, (B) in the case of any Borrower, certifying that, before
and after giving effect to such increase, (1) the representations and warranties contained in Article VI and the other
Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified
by materiality in which case such representations and warranties shall be true in all respects) on and as of the date of such increase,
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, and except that for purposes of this Section 2.02(f), the representations
and warranties contained in Section 6.03 shall be deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b), respectively, of Section 7.01, and (2) no Default or Event of Default has occurred and is continuing
and (C) certifying that notice, if any, required to be given to the PBCG under the PBGC Agreements has been properly and timely
given.


 






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The Borrowers shall prepay any Committed Loans
outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Committed Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments
under this Section. In connection with any such increase in the Aggregate Commitments, Schedule 2.01 shall be revised by the Administrative
Agent to reflect the new Commitments and distributed to the Company and the Lenders.


 


2.03         Letters
of Credit.


 


(a)            The
Letter of Credit Commitment.


 


(1)            Subject
to the terms and conditions set forth herein, (A) each 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 Restatement Date until the
Letter of Credit Expiration Date, to issue standby Letters of Credit (or, subject to such L/C Issuer’s consent, commercial Letters
of Credit) denominated in Dollars or in one or more Alternative Currencies for the account of the Company or any Designated Borrower,
as applicable, 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 Company or any Designated Borrower, as applicable, and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit, (v) the Total Outstandings shall not exceed the
Aggregate Commitments, (w) the aggregate Outstanding Amount of the Committed 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 Swingline Loans shall not exceed such Lender’s Commitment, (x) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit, (y) without the prior consent of any L/C Issuer (acting in its sole
discretion), the Outstanding Amount of all Letters of Credit issued by such L/C Issuer shall not exceed the L/C Commitment of such L/C
Issuer and (z) the aggregate Outstanding Amount of the L/C Obligations denominated in an Alternative Currency plus the aggregate
Outstanding Amount of Committed Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each
request by the Company or any Designated Borrower, as applicable, for the issuance or amendment of a Letter of Credit shall be deemed
to be a representation by the Company or any Designated Borrower, as applicable, 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 ability of the Company and each Designated Borrower, as applicable, to obtain Letters of Credit shall be fully revolving,
and accordingly the Company and the Designated Borrowers, as applicable, 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.


 






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(2)            An
L/C Issuer shall not issue any Letter of Credit, if:


 


(A)            subject
to Section 2.03(b)(3), 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 Required Lenders 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 have approved
such expiry date.


 


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


 


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


 


(C)            except
as otherwise agreed by the Administrative Agent and such L/C Issuer or as identified on Schedule 2.03, such Letter of Credit is
in an initial stated amount less than $50,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter
of Credit; or


 


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


 


(E)            any
Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral,
satisfactory to such L/C Issuer (in its sole discretion) with the Company or such Lender to eliminate such L/C Issuer’s actual
or potential Fronting Exposure (after giving effect to Section 2.16(a)(4)) with respect to the Defaulting Lender arising
from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C
Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 






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


 


(5)            Each
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 each 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 such L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”
as used in Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to such L/C Issuer.


 


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


 


(1)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company or any Designated Borrower delivered
to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed
and signed by a Responsible Officer of the Company or applicable Designated Borrower. Such Letter of Credit Application must be received
by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m., Chicago time, at least two Business Days (or
such later date and time as the Administrative Agent and such 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 reasonably satisfactory to the applicable L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and requested currency
thereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) whether
such Letter of Credit shall be a commercial Letter of Credit or a standby Letter of Credit, (D) the expiry date thereof; (E) the
name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder;
(G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (H) such other
matters as such L/C Issuer may reasonably 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 reasonably satisfactory to the applicable 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 such L/C Issuer may reasonably require. Additionally, the Company or applicable
Designated Borrower shall furnish to the applicable 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 such L/C Issuer or the Administrative
Agent may reasonably require.


 






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(2)            Promptly
after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent that the Administrative
Agent has received a copy of such Letter of Credit Application from the Company or applicable Designated Borrower and, if not, such L/C
Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable 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 then be satisfied,
then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account
of the Company or applicable Designated Borrower or enter into the applicable amendment, as the case may be, in each case in accordance
with such 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 applicable 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.


 


(3)            If
the Company or applicable Designated Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may,
in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension
Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such 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 applicable L/C Issuer, the Company
or applicable Designated Borrower shall not be required to make a specific request to such 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 (but may not require) the applicable
L/C Issuer to permit 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 such L/C Issuer shall not permit any such extension if (A) such 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 (1) or (2) of Section 2.03(a) or otherwise),
or (B) it has received notice on or before the day that is five Business Days before the Non-Extension Notice Date from the
Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section 5.02 is
not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.


 


(4)            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 applicable L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 






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(c)            Drawings
and Reimbursements; Funding of Participations.


 


(1)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer
shall, within period stipulated by terms and condition of Letter of Credit, examine drawing documents. After such examination and provided
drawing documents are compliant, L/C Issuer shall notify the Company and the Administrative Agent thereof. In the case of a Letter of
Credit denominated in an Alternative Currency, the Company or applicable Designated Borrower shall reimburse the applicable L/C Issuer
in such Alternative Currency, unless (A) such 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 Company or applicable
Designated Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Company or applicable
Designated Borrower will reimburse such 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 applicable L/C Issuer shall notify the Company or applicable Designated
Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 3:00 p.m. on
the date of any payment by any L/C Issuer under a Letter of Credit to be reimbursed in Dollars if such L/C Issuer delivers notice of
such payment by 11:00 a.m., Chicago time, on such date (or, if notice of such payment by such L/C Issuer is made after 11:00 a.m., Chicago
time, not later than 10:00 a.m., Chicago time, on the succeeding Business Day), or the Applicable Time on the date of any payment by
any L/C Issuer (or the next succeeding Business Day, as the case may be) under a Letter of Credit to be reimbursed in an Alternative
Currency (each such date, an “Honor Date”), the Company or applicable Designated Borrower shall reimburse such L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Company
or applicable Designated Borrower fails to so reimburse the applicable 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 Company or applicable Designated Borrower shall be
deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans,
but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 5.02
(other than the delivery of a Committed Loan Notice).


 






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(2)            Each
Lender shall upon any notice pursuant to Section 2.03(c)(1) make funds available (and the Administrative Agent may apply
Cash Collateral provided for this purpose) for the account of the applicable 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)(3),
each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Company or applicable Designated
Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.


 


(3)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set
forth in Section 5.02 cannot be satisfied or for any other reason, the Company or applicable Designated Borrower shall be
deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(2) 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.


 


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


 


(5)            Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable 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 such
L/C Issuer, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default
or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject
to the conditions set forth in Section 5.02 (other than delivery by the Company or applicable Designated Borrower of a Committed
Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company or any Designated Borrower
to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as
provided herein.


 


(6)            If
any Lender fails to make available to the Administrative Agent for the account of the applicable 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)(2),
then, without limiting the other provisions of this Agreement, such 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate
from time to time in effect. A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (6) shall be conclusive absent manifest error.


 






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(d)            Repayment
of Participations.


 


(1)            At
any time after any 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 such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company,
applicable Designated 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 (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds
as those received by the Administrative Agent.


 


(2)            If
any payment received by the Administrative Agent for the account of any L/C Issuer pursuant to Section 2.03(c)(1) is
required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such 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.


 


(e)            Obligations
Absolute. The obligation of the Company and the Designated Borrowers to reimburse the applicable 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:


 


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


 


(2)            the
existence of any claim, counterclaim, setoff, defense or other right that the Company 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), such 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;


 


(3)            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;


 






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(4)            any
payment by such 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 such 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 (i) proceeding
under any Debtor Relief Law or (ii) Bail-In Action;


 


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


 


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


 


The Company or applicable Designated 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 Company’s or applicable Designated Borrower’s instructions or other irregularity, the Company or
applicable Designated Borrower will immediately notify the applicable L/C Issuer.


 


(f)            Role
of L/C Issuers. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, an L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter
of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the 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 Borrowers hereby assume 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 Borrowers’ pursuing such rights and remedies as it may have against the beneficiary
or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described
in clauses (1) through (6) of Section 2.03(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Company or applicable Designated Borrower may have a claim against an L/C Issuer, and such L/C Issuer
may be liable to the Company or applicable Designated Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Company or applicable Designated Borrower which were caused by such L/C Issuer’s willful
misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to
it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.
In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation and each 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.


 






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(g)            Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Company or applicable Designated Borrower
when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce
at the time of issuance shall apply to each commercial Letter of Credit and, in either case, to the extent not inconsistent with and
if requested by any Borrower in the applicable Letter of Credit Application, the laws of the State of New York.


 


(h)            Letter
of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each standby and each commercial 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 applicable 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 2.16(a)(4),
with the balance of such fee, if any, payable to the applicable 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 1.08.
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the fifteenth day following
the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance
of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. 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.


 






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(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the applicable L/C Issuer for
its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate per annum 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 Company and such L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness
of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter computed
on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such
fronting fee shall be due and payable on the last Business Day 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 1.08. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars,
the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such 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 Company shall be obligated to reimburse the L/C Issuers hereunder for any and all drawings
under such Letter of Credit. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures
to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


 


2.04            Swingline
Loans.


 


(a)            The
Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion and in reliance
upon the agreements of the other Lenders set forth in this Section 2.04, make loans in Dollars (each such loan, a “Swingline
Loan”) to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swingline Sublimit; provided, however, that such Swingline Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swingline Lender,
may not exceed the amount of such Lender’s Commitment; provided, further, that after giving effect to any Swingline
Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Committed 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 Swingline Loans shall not exceed such Lender’s
Commitment, and provided, further, that the Company shall not use the proceeds of any Swingline Loan to refinance any outstanding
Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow, and the Swingline
Lender may make, in its sole discretion, Swingline Loans, under this Section 2.04, prepay under Section 2.05,
and reborrow under this Section 2.04. Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk
participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage times the
amount of such Swingline Loan. For the avoidance of doubt, the making of any Swingline Loan by the Swingline Lender shall be in the sole
and absolute discretion of the Swingline Lender.


 






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(b)            Borrowing
Procedures. Each Swingline Borrowing shall be made upon the Company’s irrevocable notice to the Swingline Lender and the Administrative
Agent. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. New York
City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000,
and (ii) the requested borrowing date, which shall be a Business Day. Unless the Swingline Lender has received notice from the Administrative
Agent (including at the request of any Lender) prior to 2:00 p.m. New York City time on the date of the proposed Swingline
Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso
to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.02
is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender may, in its sole discretion, not later
than 3:00 p.m. New York City time on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline
Loan available to the Company at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day
Funds.


 


(c)            Refinancing
of Swingline Loans.


 


(1)            The
Company agrees to repay all Swingline Loans within four Business Days of demand therefor by the Swingline Lender. Any such demand by
the Swingline Lender shall be in its sole and absolute discretion. If the Company fails to repay the Swingline Loans within four Business
Days of demand therefor, the Swingline Lender shall request, on behalf of the Company (which hereby irrevocably authorizes the Swingline
Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable
Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed
to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of
the Aggregate Commitments and the conditions set forth in Section 5.02. The Swingline Lender shall furnish the Company with
a copy of the applicable Committed Loan Notice concurrently with delivering such notice to the Administrative Agent. Each Lender shall
make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative
Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan)
for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on
the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(2), each Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan to the Company in such amount. The Administrative Agent shall remit
the funds so received to the Swingline Lender.


 






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(2)            If
for any reason any Swingline Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(1),
the request for Base Rate Committed Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the
Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each Lender’s payment
to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(1) shall be deemed payment
in respect of such participation.


 


(3)            If
any Lender fails to make available to the Administrative Agent for the account of the Swingline 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)(1),
the Swingline 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 Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the
Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (3) shall
be conclusive absent manifest error.


 


(4)            Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the Swingline Lender, the Company or any other Person for any reason whatsoever,
(B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans
(but not its obligation to fund a risk participation) 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
Company to repay Swingline Loans, together with interest as provided herein.


 


(d)            Repayment
of Participations.


 


(1)            At
any time after any Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment
on account of such Swingline Loan, the Swingline Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded)
in the same funds as those received by the Swingline Lender.


 


(2)            If
any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by
the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Lender shall pay to the Swingline 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 Swingline Lender. 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)            Interest
for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Company for interest on the Swingline
Loans. Until a Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance
such Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for
the account of the Swingline Lender.


 


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


 


2.05            Prepayments.


 


(a)            Each
Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed
Loans in whole or in part without premium or penalty; provided that such notice must be received by the Administrative Agent
not later than (i)(w) in the case of prepayment of (1) a Term Benchmark Borrowing denominated in Dollars, not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment or (2) an RFR Borrowing denominated in Dollars,
not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment, (x) in the case of prepayment
of a Term Benchmark Borrowing denominated in Euros, not later than 12:00 p.m., New York City time, three Business Days before the
date of prepayment, (y) in the case of prepayment of a Term Benchmark Borrowing denominated in Yen or Hong Kong Dollars, not later
than 12:00 p.m., New York City time, four Business Days before the date of prepayment and (z) in the case of prepayment of
an RFR Borrowing denominated in Sterling, not later than 11:00 a.m., New York City time, five RFR Business Days before the date
of prepayment or (ii) in the case of prepayment of an Base Rate Borrowing, not later than 11:00 a.m., New York City time, on
the date of prepayment; (ii) any prepayment of Term Benchmark 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; (iii) any prepayment of Term Benchmark Loans denominated in Alternative Currencies
shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment
of Base Rate Committed Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term Benchmark 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 Company, the applicable Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall
be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.
Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their
respective Applicable Percentages.


 






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(b)            The
Company may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Swingline Lender and the Administrative Agent not later than 12:00 p.m. New York City time on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount
of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein.


 


(c)            If,
on any Calculation Date, (i) the aggregate Dollar Equivalents of the Outstanding Amount of all Loans made in Alternative Currencies
exceeds an amount equal to 103% of the Alternative Currency Sublimit or (ii) the Total Outstandings (including the Dollar Equivalents
of any Loan outstanding in a currency other than Dollars) exceed the Aggregate Commitments, the Borrowers (A) may, notwithstanding
Section 2.02(a), (x) withdraw the Committed Loan Notice or Letter of Credit Application, if any is in effect for a Borrowing
on such Calculation Date,  or (y) amend the amount or requested currency of any such Committed Loan Notice or Letter of Credit
Application, as applicable, (with the consent of the Administrative Agent, not to be unreasonably withheld, and subject to changes to
funding requirements reasonably satisfactory to the Administrative Agent) and (B), to the extent necessary, shall within four Business
Days of such Calculation Date, without notice or demand, repay (and, if such repayment does not eliminate such excess, Cash Collateralize
outstanding L/C Obligations) outstanding Loans made in one or more Alternative Currencies or Dollars, as applicable, in an aggregate
principal amount such that, after giving effect to the actions taken in clause (A) above and such repayment (or depositing Cash
Collateral), the aggregate Dollar Equivalents of the Outstanding Amount of Loans made in Alternative Currencies do not exceed the Alternative
Currency Sublimit and the Total Outstandings (including the Dollar Equivalents of any Loan outstanding in a currency other than Dollars)
do exceed the Aggregate Commitments.  If for any reason the Outstanding Amount of all Swingline Loans exceeds the Swingline Sublimit,
the Company shall within two Business Days prepay the Swingline Loans in aggregate amount equal to such excess.


 


2.06            Termination
or Reduction of Commitments.


 


The Company may, upon notice to the Administrative
Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00 a.m., Chicago time, three 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 $500,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if,
after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or
the Swingline Sublimit exceeds the amount of the Aggregate 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
Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter
of Credit Sublimit or the Swingline Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of such termination.


 






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2.07            Repayment
of Loans.


 


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


 


(b)            The
Company shall repay each Swingline Loan on the earlier to occur of (i) the date within one (1) Business Day of demand therefor
by the Swingline Lender and (ii) the Maturity Date.


 


2.08            Interest.


 


(a)            Subject
to the provisions of subsection (b) below:


 


(i) The Loans comprising each Base
Rate Borrowing (including each Swingline Loan) shall bear interest at the Base Rate plus the Applicable Rate.


 


(ii) The Loans comprising each
Term Benchmark Borrowing shall bear interest in the case of a Term Benchmark Loan, at the Adjusted Term SOFR Rate, the Adjusted EURIBOR
Rate, the Adjusted TIBOR Rate or the Adjusted HIBOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus the
Applicable Rate.


 


(iii) Each RFR Loan shall bear
interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate; provided, for the avoidance
of doubt, that this clause (iii) shall only be available for Borrowings in Sterling unless an applicable Benchmark Replacement has
occurred or this Agreement is otherwise modified in accordance with its terms.


 


(b)          (1)          If
any amount payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, 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.


 


(2)            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.


 






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2.09            Fees.


 


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


 


(a)            Commitment
Fee. The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a commitment fee (the “Commitment Fee”) in Dollars equal to the product of (i) Applicable Rate times (ii) the
actual daily amount by which the Aggregate Commitments exceed the sum of (y) the Outstanding Amount of the Committed Loans and (z) the
Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. 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 fifteenth day following the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the Restatement Date, and on the Maturity Date; provided,
that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time
such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a
Defaulting Lender. 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, Swingline Loans shall not be considered outstanding for purposes
of determining the unused portion of the Aggregate Commitments.


 


(b)            Other
Fees. The Company shall pay to the Joint Lead Arrangers 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.


 


(c)            All
Fees. All fees payable hereunder shall be paid on the dates due, in an amount equal to the Dollar Equivalent of such fees in immediately
available funds, to the Administrative Agent (or to the applicable L/C Issuer, in the case of fees payable to such L/C Issuer) for distribution,
in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


 


2.10            Computation
of Interest and Fees.


 


(a)            Interest
computed by reference to (i) the Term SOFR Rate, the EURIBOR Rate or Daily Simple RFR with respect to Dollars hereunder shall be
computed on the basis of a year of 360 days, (ii) the Daily Simple RFR with respect to Sterling, the TIBOR Rate, the HIBOR Rate
or the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and (iii) in the case of any other 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.


 






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(b)            Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of a Borrower, deliver
to such Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.08(a)(i).


 


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 Borrowers and the interest and payments thereon.
Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder
to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by
any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent,
such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans to such Borrower in addition to such accounts or records. Each such Note shall (i) in the case of Committed Loans, be in the
form of Exhibit C (a “Revolving Note”) and (ii) in the case of Swingline Loans, be in the form of
Exhibit D (a “Swingline Note”). Each Lender may attach schedules to a 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 Swingline 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 Borrowers shall be made without deduction for any counterclaim or setoff. Except as otherwise expressly
provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by
the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the
date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal
and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same
Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the
generality of the foregoing, the Administrative Agent may, to the extent permitted by applicable Law, require that any payments due under
this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment
hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received
by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time
specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall
come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected in computing interest or fees, as the case may be.


 


(b)          (1)          Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Committed Borrowing of Term Benchmark Loans or RFR Loans (or, in the case of any Committed Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the
Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including
the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at the Overnight
Rate. If such Lender’s share of the applicable Committed Borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of the date such amount is made available to the applicable Borrower, the Administrative Agent shall also
be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand, from
the applicable Borrower. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount
so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by such Borrower shall
be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(a)            The
Company may at any time, upon not less than ten Business Days’ notice from the Company to the Administrative Agent, designate any
additional Wholly Owned Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans
hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed
notice and agreement in substantially the form of Exhibit H (a “Designated Borrower Request and Assumption Agreement”).
The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided
for herein, (A) the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates,
opinions of counsel and other documents or information, in form, content and scope satisfactory to the Administrative Agent, as may be
required by the Administrative Agent and the Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any
Lenders so request, (B) the Lenders shall have received satisfactory documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the Patriot Act, (C) each Lender shall have met all necessary regulatory and licensing requirements and internal policy requirements
and shall be legally permitted to make loans in the jurisdiction in which such Applicant Borrower is organized and (D) lending to
such Applicant Borrower will not cause any administrative or operational issues for such Lender. If the Administrative Agent and each
of the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following satisfaction of
the foregoing requirements, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated
Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall
constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive
Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise
shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice or Letter of Credit Application
may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. As soon as
practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate an Applicant
Borrower, and in any event at least five Business Days prior to the delivery of an executed Designated Borrower Request and Assumption
Agreement to the Administrative Agent, if any Lender has determined that such Applicant Borrower has not satisfied the requirements described
in clauses (A) through (D) above, such Lender (a “Protesting Lender”) shall so notify the Company and the
Administrative Agent in writing of such determination. With respect to each Protesting Lender, the Company shall, effective on or before
the date that such Applicant Borrower shall have the right to borrow hereunder, either (i) substitute such Protesting Lender in
accordance with the provisions of Section 11.13 hereof or (ii) cancel the request to designate such Subsidiary as a
 “Designated Borrower” hereunder.


 






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(b)            The
Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature (except that
the liability of any Excluded Domestic Subsidiary that is a Designated Borrower shall be several in nature) regardless of which such
Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative
Agent or any Lender accounts for such Credit Extensions on its books and records. Each of the obligations of the Company and each Designated
Borrower that is a Domestic Subsidiary with respect to Credit Extensions made to it, and each such Borrower’s obligations arising
as a result of the joint and several liability (if any) of such Borrower hereunder, with respect to Credit Extensions made to and other
Obligations owing by the Company and the other Borrowers that are Domestic Subsidiaries hereunder, shall be separate and distinct obligations,
but all such obligations shall be primary obligations of each such Borrower.


 


(c)            The
Obligations of the Designated Borrowers that are Foreign Subsidiaries shall be joint and several in nature (unless such joint and several
liability (i) shall result in adverse tax consequences to any Borrower other than di minimis consequences or (ii) is
not permitted by any Law applicable to such Designated Borrower, in which either such case, the liability of such Designated Borrower
shall be several in nature) regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit
Extensions received or the manner in which the Administrative Agent or any Lender accounts for such Credit Extensions on its books and
records. Each of the obligations of each Designated Borrower that is a Foreign Subsidiary with respect to Credit Extensions made to it,
and each such Borrower’s obligations arising as a result of the joint and several liability (if any) of such Borrower hereunder,
with respect to Credit Extensions made to and other Obligations owing by the other Borrowers that are Foreign Subsidiaries hereunder,
shall be separate and distinct obligations, but all such obligations shall be primary obligations of each such Borrower.


 






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(d)            Each
Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably
appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the
giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Designated Borrower
hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if
given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company,
whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each
Designated Borrower.


 


(e)            The
Company may from time to time, upon not less than ten Business Days’ notice from the Company to the Administrative Agent (or such
shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as
such, provided that there are no outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated
Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify
the Lenders of any such termination of a Designated Borrower’s status.


 


2.15            Cash
Collateral.


 


(a)            Certain
Credit Support Events. Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if such 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 Borrowers 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, an L/C Issuer or the Swingline Lender, the Borrowers shall deliver to the Administrative
Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(4) and
any Cash Collateral provided by the Defaulting Lender).


 


(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 the Administrative Agent. Each 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,
each L/C Issuer and the Lenders (including the Swingline 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 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 2.15(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent 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 Borrowers 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.


 






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(c)            Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15
or Sections 2.03, 2.04, 2.05, 2.16 or 9.02 in respect of Letters of Credit or Swingline Loans shall
be held and applied in satisfaction of the specific L/C Obligations, Swingline 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 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 (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 2.15
may be otherwise applied in accordance with Section 9.03) and (y) the Person providing Cash Collateral and the applicable
L/C Issuer or the Swingline Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future
anticipated Fronting Exposure or other obligations.


 


2.16         Defaulting
Lenders.


 


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


 


(1)            Waivers
and Amendment. The 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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(2)            Reallocation
of Payments. Any payment of principal, interest, fees or other amount 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 Issuers or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by any
L/C Issuer or Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation
in any Swingline Loan or Letter of Credit; fourth, as the Company may request (so long as no Default or Event of Default exists),
to the funding of any 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 Borrowers, 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 Issuers or Swingline Lender as a result of any judgment
of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swingline Lender against that Defaulting Lender as
a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts
owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers 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 the 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 2.16(a)(2) shall be deemed paid to and redirected by that Defaulting
Lender, and each Lender irrevocably consents hereto. Subject to Section 11.19, no reallocation hereunder shall constitute a waiver
or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender,
including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


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


 


(4)            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 Swingline
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 Commitment of that Defaulting Lender; provided, that, (x) each such reallocation
shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and
(y) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and
Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus
(2) the aggregate Outstanding Amount of the Loans of that Lender.


 






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(b)            Defaulting
Lender Cure. If the Company, the Administrative Agent, Swingline Lender and each 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 Committed Loans and funded
and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance
with their Applicable Percentages (without giving effect to Section 2.16(a)(4)), 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 Borrowers while that Lender was a Defaulting Lender; provided, further, that, except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.


 


2.17         Maturity
Date Extension.


 


(a)            Requests
for Extension. The Company may, by notice, in writing, to the Administrative Agent (which shall promptly notify the Lenders) during
the 60-day period commencing on the date that is the first day after each anniversary of the Restatement Date, request that each Lender
extend such Lender’s Maturity Date for an additional year from the Maturity Date then in effect hereunder (such date, the “Existing
Maturity Date”, and such request, an “Extension Request”); provided that (1) no more than one
Extension Request may be made during any twelve-month period and (2) no more than two Extension Requests may be made after the Restatement
Date.


 


(b)            Lender
Elections to Extend. Each Lender, in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees
to such extension. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Administrative
Agent, in writing, of its decision to do so not more than 30 days after the date of such Extension Request. A Lender that determines
not to so extend its Commitment shall so notify the Administrative Agent promptly after making such determination and is herein called
a “Non-Extending Lender”. If a Lender does not give timely notice to the Administrative Agent of whether or not such
Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Extending Lender may,
with the consent of the Company, the Swingline Lender, each L/C Issuer and the Administrative Agent (such consent of the Administrative
Agent not to be unreasonably withheld, conditioned or delayed), subsequently become an Extending Lender by notice to the Administrative
Agent and the Company.


 


(c)            Notification
by Administrative Agent. The Administrative Agent shall notify the Company promptly of each Lender’s determination.


 






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(d)            Additional
Commitment Lenders. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity Date
shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the date of the Extension Request, the
Company shall have the right within 45 days of the date of such Extension Request, at its own expense, to require any Non-Extending Lender
to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 11.06) all
its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending
Lender, which may include any Lender (each an “Additional Lender”); provided that (x) such Additional
Lender shall be subject to the approval of the Swingline Lender, each L/C Issuer and, if such Additional Lender is not already a Lender
hereunder, the Administrative Agent (such approval not to be unreasonably withheld); (y) such assignment shall become effective
as of the date of the extension of the Maturity Date of the Extending Lenders as provided in Section 2.17(e); and (z) the
Additional Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the
principal of, and interest accrued to the date of payment on, the Loans made by it hereunder and all other amounts accrued for its account
or owed to it hereunder.


 


(e)            Minimum
Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Maturity
Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the date of the Extension Request,
then, upon the Company’s election and prompt notification to the Administrative Agent, effective as of such date, the Maturity
Date of each Extending Lender and of each Additional Lender shall be extended to the date falling one year after the Existing Maturity
Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business
Day) and each Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any
such extension, the Commitment of each Non-Extending Lender that has not been replaced as provided in Section 2.17(d) shall
terminate on the Maturity Date in effect prior to any such extension and the outstanding principal balance of all Loans and other amounts
payable hereunder to such Non-Extending Lender shall become due and payable on such Maturity Date and the total Commitments of the Lenders
hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Maturity Date.


 


(f)            Conditions
to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall
not be effective with respect to any Lender unless (i) no Default or Event of Default has occurred and is continuing on the date
of such extension and after giving effect thereto; and (ii) the representations and warranties of the Company contained in Article VI
and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties
are qualified by materiality in which case such representations and warranties shall be true in all respects) on and as of the date of
the date of such 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, and except that for purposes of this Section 2.17(f),
the representations and warranties contained in Section 6.03 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 7.01. As a condition precedent to each such extension, the
Company shall deliver to the Administrative Agent a certificate dated as of the date of such extension and signed by a Responsible Officer
of the Company certifying as to compliance with this Section 2.17(f).


 






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(g)            Effect
of Maturity Date Extensions. If the Maturity Date in respect of any tranche of Commitments occurs prior to the expiration of any
Letter of Credit, then (i) if one or more other tranches of Commitments in respect of which the Maturity Date shall not have occurred
are then in effect, (x) outstanding Loans shall be repaid pursuant to Section 2.05 on such Maturity Date in an amount
sufficient to permit the reallocation of the L/C Obligations relating to the outstanding Letters of Credit contemplated by clause (y) below
and (y) such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the
Lenders to purchase participations therein and to make Loans and payments in respect thereof pursuant to Section 2.03(b))
under (and ratably participated in by Lenders pursuant to) the Commitments in respect of such non-terminating tranches up to an aggregate
amount not to exceed the aggregate principal amount of the unutilized Commitments thereunder at such time (it being understood that (A) the
participations therein of Lenders under the maturing tranche shall be correspondingly released and (B) no partial face amount of
any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause
(i), but without limiting the obligations with respect thereto, the Borrowers shall 100% cash collateralize, back-stop with a satisfactory
letter of credit issued by a financial institution satisfactory to the applicable L/C Issuer and the Administrative Agent or otherwise
collateralize to the satisfaction of such L/C Issuer and the Administrative Agent the then undrawn and unexpired amount of any such Letter
of Credit (without limiting the Borrowers’ obligations in respect of payments made by an L/C Issuer pursuant to a Letter of Credit).
If, for any reason, such cash collateral, backstop or other collateral is not provided or the reallocation does not occur, the Lenders
under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit; provided
that, notwithstanding anything to the contrary contained herein, upon any subsequent repayment of the Loans, the reallocation set forth
in clause (i) shall automatically occur, and the Lenders under the matured tranche shall be correspondingly released, to the extent
of such repayment (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent
of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with
respect to a given tranche of Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Lenders
in any Letter of Credit issued before such Maturity Date. Commencing with the Maturity Date of any tranche of Commitments, the sublimit
for Letters of Credit under any tranche of Commitments that has not so then matured shall be as agreed with the Lenders under such extended
tranche; provided that in no event shall such sublimit be less than the sum of (x) the L/C Obligations of the Lenders under
such extended tranche immediately prior to such Maturity Date and (y) the face amount of the Letters of Credit reallocated to such
extended tranche pursuant to clause (i) above (assuming Loans are repaid in accordance with clause (i)(x)).


 


ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document
shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable
law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax
from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and,
if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that, after making
all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the amounts
received with respect to this Agreement or any other Loan Document equal the sum which would have been received had no such deduction
or withholding been made.


 






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(b)            Payment
of Other Taxes by the Borrowers. 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 law, or at the option of the Administrative Agent
timely reimburse it for Other Taxes paid or payable by it.


 


(c)            Indemnification
by the Borrowers. Each Loan Party shall jointly and severally indemnify each Credit Party, within 10 days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 3.01) paid or payable by such Credit Party or required to be withheld or deducted from a payment to such Credit
Party, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that a Foreign Obligor
shall have no obligation to pay any Indemnified Taxes or Other Taxes relating to the Loan or Commitment extended (or otherwise related)
to a Loan Party that is a U.S. Person. A certificate as to the amount of such payment or liability delivered to a Borrower by a Lender
or an 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 an L/C Issuer, shall be conclusive absent manifest error.


 


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


 


(e)            Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder
or under any other Loan Document shall deliver to the Company (with a copy to the Administrative Agent), at the time or times prescribed
by applicable law or reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation
and information prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as will permit such payments
to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Company or the Administrative
Agent, shall deliver such other documentation or information prescribed by applicable law or reasonably requested by the Company or the
Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. Notwithstanding anything contrary to the preceding two sentences, the completion, execution
and submission of such documentation (other than such documentation set forth in Sections 3.01(e)(ii)(A), (ii)(B), (ii)(C) and
(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such
Lender. Each Lender and the Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete
or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent (if
applicable) in writing of (i) its legal inability to do so or (ii) its determination that it is no longer in a position to provide
any previously delivered certificate or form.


 






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


 


(A) any Lender that is a U.S. Person shall,
to the extent legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably
requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of IRS Form W-9 certifying
that such Lender is exempt from U.S. federal backup withholding tax;


 


(B) any Lender that is not a U.S. Person shall,
to the extent it is legally entitled to do so, deliver to Company and the Administrative Agent (in such number of copies as shall be reasonably
requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent), whichever of the following is applicable:


 


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


 


(2)            properly
completed and duly executed copies of IRS Form W-8ECI (or any subsequent versions thereof or successors thereto) claiming an exemption
for effectively connected income,


 


(3)            in
the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code,
(x) a certificate to the effect that such 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 applicable 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 (a “U.S. Tax Compliance Certificate”) and (y) duly completed copies of IRS Form W-8BEN or W-8BEN-E
(or any subsequent versions thereof or successors thereto), or


 






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


 


(C) If the Administrative Agent is not a “United
States person” (within the meaning of Section 7701(a)(30) of the Code), the Administrative Agent, and any successor or supplemental
Administrative Agent, shall deliver to the Borrower, on or prior to the date on which it becomes the Administrative Agent, (A) with
respect to amounts received on its own account, a duly executed IRS Form W-8ECI and (B) with respect to amounts received on
account of any Lender, a duly executed IRS Form W-8IMY certifying that it is either (x) a “qualified intermediary”
and that it assumes primary withholding responsibility under Chapters 3 and 4 of the Code and primary IRS Form 1099 reporting and
backup withholding responsibility for payments it receives for the account of others or (y) a “U.S. branch” and that
the payments it receives for the account of others are not effectively connected with the conduct of a trade or business in the United
States and that it is using such form as evidence of its agreement with the Borrower to be treated as a United States person with respect
to payments (and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a United States person with respect
to such payments as contemplated by Treasury Regulations Section 1.1441-1(b)(2)(iv)(A)), with the effect that the Borrower can make
payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States.


 


(iii)            Any
Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to Company and the Administrative Agent
(in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the Company or the Administrative Agent) any other form prescribed
by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax properly completed and duly executed
together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent
to determine the withholding or deduction required to be made.


 


(iv)            If
a payment made to a Lender under this Agreement or 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 Company and the Administrative Agent, at the
time or times prescribed by law and at such time or times reasonably requested by the Company and 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 Company and the Administrative Agent, as may be necessary for each of the Company and the Administrative
Agent, to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations
under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(e)(iv),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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(f)            Treatment
of Certain Refunds. If the Administrative Agent, any Lender or any L/C Issuer determines, in its sole discretion exercised in good
faith, that it has received (directly or on an affiliated group basis) a refund (or credit in lieu of refund) of any Taxes as to which
it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 3.01,
it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of the Administrative Agent, such Lender or such 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 Borrower, upon the
request of the Administrative Agent, such Lender or such L/C Issuer, agrees to repay the amount paid over to such Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such L/C Issuer
in the event the Administrative Agent, such Lender or such 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 any L/C Issuer to make available its tax returns
(or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.


 


(g)            Indemnification
by the Lenders and L/C Issuers. Each Lender and L/C Issuer shall severally indemnify the Administrative Agent, within 10 days after
demand thereof, for (i) any Indemnified Taxes attributable to such Lender or L/C Issuer (but only to the extent that any Loan Party
has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender and L/C Issuer, in each case
that are payable or paid by the Administrative Agent in connection with this Agreement or any other Loan Document and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender and L/C Issuer by the Administrative Agent
shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender and L/C Issuer under this Agreement or any other Loan Document or otherwise payable
by the Administrative Agent to such Lender and L/C Issuer from any other source against any amount due to the Administrative Agent under
this paragraph.


 


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


 






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3.02        Illegality.


 


If, in any applicable jurisdiction, the Administrative
Agent, the L/C Issuer or any Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer or any Lender or its applicable Designated Lender to (i) perform
any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or Letter
of Credit or (iii) issue, make, maintain, fund or charge interest or fees, with respect (in each of the matters in clauses (i),
(ii) and (iii)) to any Credit Extension to any Designated Borrower who is organized under the laws of a jurisdiction other than
the United States, a State thereof or the District of Columbia such Person shall promptly notify the Administrative Agent, then, upon
the Administrative Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue,
make, maintain, fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required
by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, (A) repay that Person’s participation in
the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the
Administrative Agent has notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative
Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law), (B) to the extent applicable
to the L/C Issuer, Cash Collateralize that portion of applicable L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit to the extent not otherwise Cash Collateralized and (C) take all reasonable actions requested by such Person to mitigate
or avoid such illegality.


 


Each of the Administrative Agent, the L/C Issuer,
the Swingline Lender and each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through
any Lending Office (each, a “Designated Lender”); provided that if a Designated Lender makes any Credit Extension,
then the Borrowers shall repay such Designated Lender in accordance with the terms of this Agreement as if such Designated Lender were
a Lender originally party to this Agreement. Any Designated Lender shall be considered a Lender; provided that in the case of an Affiliate
or branch of a Lender, all provisions applicable to a Lender shall apply to such Affiliate or branch of such Lender to the same extent
as such Lender; provided that for the purposes only of voting in connection with any Loan Document, any participation by any Designated
Lender in any outstanding Credit Extension shall be deemed a participation of such Lender.


 


3.03        Inability
to Determine Rates.


 


(a)            Subject
to clauses (b), (c), (d), (e) and (f) of this ‎Section 3.03, if:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate, the Adjusted TIBOR Rate, the TIBOR Rate, the Adjusted HIBOR
Rate or the HIBOR Rate (including because the Relevant Screen Rate is not available or published on a current basis), for the applicable
Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the
applicable Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable Agreed Currency; or


 






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(ii)            the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted TIBOR Rate or Adjusted HIBOR Rate for the applicable Agreed
Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining
their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time,
the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;


 


then the Administrative Agent shall give notice thereof to the Company
and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative
Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant
Benchmark and (y) the Company delivers a new Interest Election Request or a new Borrowing Request in accordance with the terms of
Section 2.02, (A) for Loans denominated in Dollars, (1) any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark
Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 3.03(a)(i) or
(ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 3.03(a)(i) or
(ii) above and (2) any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be a Borrowing Request, as
applicable, for a Base Rate Borrowing and (B) for Loans denominated in an Alternative Currency, any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request
that requests a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided
that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall
be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s
receipt of the notice from the Administrative Agent referred to in this Section 3.03(a) with respect to a Relevant Rate applicable
to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new Interest Election
Request or a new Borrowing Request in accordance with the terms of Section 2.02, (A) for Loans denominated in Dollars, (1) any
Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such
day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in
Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 3.03(a)(i) or (ii) above
or (y) a Base Rate Loan if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 3.03(a)(i) or
(ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall
constitute a Base Rate and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last
day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest
at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines
(which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative
Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Company’s
election prior to such day: (A) be prepaid by the Company on such day or (B) solely for the purpose of calculating the interest
rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a
Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated
in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency
plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent
manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR
Loans denominated in any Alternative Currency, at the Company’s election, shall either (A) be converted into Base Rate Loans
denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in
full immediately.


 






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(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document”
for purposes of this Section 3.03), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior
to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark
Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of
the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at
or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided
to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders
comprising the Required Lenders.


 


(c)            Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 






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(d)            The
Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03.


 


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


 






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(f)            Upon
the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any request for
a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, either (x) the Company will be deemed to have converted any request
for (1) a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing
denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event
or (B) a Base Rate Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event
or (y) any Term Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate
based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt
of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark
Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 3.03,
(A) for Loans denominated in Dollars (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to
such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall
constitute, (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not the
subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject
of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative
Agent to, and shall constitute a Base Rate Loan and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark
Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a
Business Day) bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that,
if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank
Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative
Currency shall, at the Company’s election prior to such day: (1) be prepaid by the Company on such day or (2) solely
for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any
Alternative Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest
rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central
Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined,
any outstanding affected RFR Loans denominated in any Alternative Currency, at the Company’s election, shall either (A) be
converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately
or (B) be prepaid in full immediately.


 


3.04        Increased
Costs.


 


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


 


(1)            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 such reserve requirement reflected in the
Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate or Adjusted HIBOR Rate, as applicable) or any L/C Issuer;


 


(2)            subject
any Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal,
letters of credit, commitments, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 






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(3)            impose
on any Lender or L/C Issuer or the applicable offshore interbank market for the applicable Agreed Currency any other condition, cost or
expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;


 


and the result of any of the foregoing shall be to increase the cost
to such Lender, by an amount which such Lender deems to be material in its sole discretion, of making or maintaining any Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or such 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 such L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender
or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.


 


(b)            Capital
Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending
Office of such Lender or such Lender’s or such 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 such L/C Issuer’s capital or on the capital
of such Lender’s or such 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 held by, such Lender, or the Letters of Credit issued by such L/C
Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies
of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy or liquidity), by an amount deemed
by such Lender to be material in its sole discretion then from time to time the Company will pay (or cause the applicable Designated Borrower
to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such
L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.


 


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


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation,
provided that no Borrower shall be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this
Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Lender or such L/C
Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or such 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 120-day period referred to above shall be extended to include the period of retroactive effect
thereof).


 






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3.05        Compensation
for Losses.


 


(a)            With
respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than
on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment
of Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto,
(iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under ‎Section 2.05(a) and is revoked in accordance therewith),
(iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result
of a request by the Company pursuant to ‎Section 3.06 or (v) the failure by the Company to make any payment of any Loan
or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any
payment thereof in a different currency, then, in any such event, the Company shall compensate each Lender for the loss, cost and expense
attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt thereof.


 


(b)            With
respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable
thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow
or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked
under ‎Section 2.05(a) and is revoked in accordance therewith), (iii) the assignment of any RFR Loan other than on
the Interest Payment Date applicable thereto as a result of a request by the Company pursuant to ‎Section 3.06 or (iv) the
failure by the Company to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in
an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Company
shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Company and shall be
conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 






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3.06        Mitigation
Obligations; Replacement of Lenders.


 


(a)           Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or any 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,
or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different
Lending Office or Designated Lender 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 reasonable judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay (or to
cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.


 


(b)           Replacement
of Lenders. If any Lender requests compensation under Section 3.04, if any 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, or if any Lender
gives notice pursuant to Section 3.02, the Company may replace such Lender in accordance with Section 11.13.


 


3.07        Survival.


 


All of the Borrowers’ obligations under
Sections 3.01, 3.02, 3.04 and 3.05 shall survive termination of the Aggregate Commitments and repayment of
all other Obligations hereunder.


 


ARTICLE IV

GUARANTY


 


4.01        The
Guaranty.


 


(a)            Each
of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender 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 Subsidiary
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 Subsidiary 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.


 


(b)           The
Company hereby guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the
prompt payment of the Designated Borrower 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 Company hereby further agrees that
if any of the Designated Borrower 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 Company will promptly pay the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower 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.


 






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(c)            Notwithstanding
any provision to the contrary contained herein or in any other of the Loan Documents, the obligations of each Guarantor under this Agreement
and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations
subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.


 


4.02         Obligations
Unconditional.


 


(a)            The
obligations of the Subsidiary Guarantors under Section 4.01(a) are joint and several, irrevocable, absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or
instrument referred to therein, 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(a) that
the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary
Guarantor agrees that such Subsidiary Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against
the Company or any other Subsidiary Guarantor for amounts paid under this Article IV until such time as the Obligations have
been Fully Satisfied.


 


(b)            The
obligations of the Company under Section 4.01(b) are irrevocable, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein,
or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Designated Borrower 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(b) that
the obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances. The Company agrees that
it shall have no right of subrogation, indemnity, reimbursement or contribution against the any Designated Borrower for amounts paid under
this Article IV until such time as the Designated Borrower Obligations have been Fully Satisfied.


 


(c)            Without
limiting the generality of the foregoing subsections (a) and (b), 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:


 


(1)            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;


 






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(2)            any
of the acts mentioned in any of the provisions of any of the Loan Documents or any other agreement or instrument referred to in the Loan
Documents shall be done or omitted;


 


(3)            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 any other agreement or instrument referred to in the Loan Documents 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; or


 


(4)            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 Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents
or any other agreement or instrument referred to in the Loan Documents or against any other Person under any other guarantee of, or security
for, any of the Obligations.


 


4.03         Reinstatement.


 


(a)            The
obligations of the Subsidiary 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 proceedings in bankruptcy or reorganization or otherwise, and each Subsidiary
Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including,
without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender 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 bankruptcy, insolvency or similar law.


 


(b)            The
obligations of the Company 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 Designated Borrower Obligations is rescinded or must be otherwise restored
by any holder of any of the Designated Borrower Obligations, whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and the Company agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender 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 bankruptcy, insolvency or similar law.


 






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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.


 


4.05         Remedies.


 


(a)            The
Subsidiary Guarantors agree that, to the fullest extent permitted by law, as between the Subsidiary Guarantors, on the one hand, and
the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided
in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02)
for purposes of Section 4.01(a) 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 Subsidiary Guarantors for purposes of Section 4.01(a).


 


(b)            The
Company agrees that, to the fullest extent permitted by law, as between the Company, on the one hand, and the Administrative Agent and
the Lenders, on the other hand, the Designated Borrower Obligations may be declared to be forthwith due and payable as provided in Section 9.02
(and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02)
for purposes of Section 4.01(b) notwithstanding any stay, injunction or other prohibition preventing such declaration
(or preventing the Designated Borrower Obligations from becoming automatically due and payable) as against any other Person and that,
in the event of such declaration (or the Designated Borrower Obligations being deemed to have become automatically due and payable),
the Designated Borrower Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the
Company for purposes of Section 4.01(b).


 


4.06         Rights
of Contribution.


 


The Subsidiary Guarantors hereby agree as among
themselves that, in connection with payments made hereunder, each Subsidiary Guarantor shall have a right of contribution from each other
Subsidiary Guarantor in accordance with applicable Law. Such contribution rights shall be subordinate and subject in right of payment
to the Obligations until such time as the Obligations have been Fully Satisfied, and none of the Subsidiary Guarantors shall exercise
any such contribution rights until the Obligations have been Fully Satisfied.


 


4.07         Guarantee
of Payment; Continuing Guarantee.


 


(a)            The
guarantee given by the Subsidiary Guarantors 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.


 








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(b)           The
guarantee given by the Company in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee,
and shall apply to all Designated Borrower Obligations whenever arising.


 


ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


5.01           Conditions
of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its
initial Credit Extension hereunder and the effectiveness of the Commitments hereunder is subject to satisfaction of the following conditions
precedent on the Restatement Date:


 


(a)           Receipt
by the Administrative Agent of the following:


 


(1)           executed
counterparts of this Agreement and any Note requested by a Lender prior to the Restatement Date, each properly executed by a Responsible
Officer of the signing Loan Party and, in the case of this Agreement, by each Lender (which, subject to ‎Section 11.10(b), may
include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an
actual executed signature page);


 


(2)           copies
of the Organizational 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, as reasonably requested by the Administrative Agent, to be true and correct as of the Restatement
Date;


 


(3)           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;


 


(4)           such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or
formed, and that the Company and each Subsidiary Guarantor is validly existing, in good standing (to the extent relevant in the applicable
jurisdiction) and qualified to engage in business in its jurisdiction of formation;


 


(5)           a
favorable opinion of (i) Latham & Watkins LLP, special counsel to the Loan Parties, (ii) Latham & Watkins
LLP, special Hong Kong counsel to the Loan Parties, (iii) Beiten Burkkhardt, special German counsel to the Loan Parties, (iv) Loyens &
Loeff N.V., special Dutch counsel to the Loan Parties and (v) Latham & Watkins LLP, special English counsel to the Loan
Parties, each addressed to the Administrative Agent and each Lender party to this Agreement on the Restatement Date;


 






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(6)           a
certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 5.02(a) and
(b) have been satisfied; and (B) that there has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;


 


(7)           evidence
that any outstanding interest and fees payable under the Existing Credit Agreement has been or concurrently with the Restatement Date
have been paid in full;


 


(8)           evidence
that the Required Lenders under the Existing Credit Agreement have approved this Agreement; and


 


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


 


(c)           Unless
waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative
Agent to the extent invoiced prior to or on the Restatement Date.


 


(d)           The
Administrative Agent shall have received, (i) at least five days prior to the Restatement Date, all documentation and other information
regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act, to the extent requested in writing of the Borrowers at least 10 days prior to the Restatement
Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
at least five days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrowers at least 10 days
prior to the Restatement Date, a Beneficial Ownership Certification in relation to such Borrower(s) shall have received such Beneficial
Ownership Certification(s) (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement,
the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


5.02        Conditions
to all Credit Extensions.


 


The obligation of each Lender and each L/C Issuer
to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the
other Type, or a continuation of Term Benchmark Loans) is subject to the following conditions precedent:


 


(a)           The
representations and warranties of the Company and each other 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 (except, other than on the
Restatement Date, the representations set forth in Sections 6.04 and 6.06), shall be true and correct in all material respects
(except to the extent such representations and warranties are qualified by materiality in which case such representations and warranties
shall be true in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.


 






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(b)           No
Default or Event of Default has occurred and is continuing, or would result from such proposed Credit Extension or the application of
the proceeds thereof.


 


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


 


(d)           If
the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower
as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.


 


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


 


Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a continuation of Term Benchmark Loans) submitted by any 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


 


In order to induce the Lenders to enter into this
Agreement and to make the Loans, to induce the L/C Issuers to issue Letters of Credit and to induce other Lenders to purchase participations
therein, the Borrowers represent and warrant to each Lender, on the date of this Agreement and on each date of any Credit Extension,
that the following statements are true, correct and complete:


 


6.01        Existence,
Qualification and Power.


 


(a)           Each
Loan Party (i) is a corporation, partnership, trust or limited liability company duly organized, validly existing and in good standing
(to the extent relevant in the applicable jurisdiction) under the Laws of its jurisdiction of organization and (ii) has all requisite
power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted.
Each Loan Party has all requisite power and authority to enter into the Loan Documents to which it is a party and to carry out the transactions
contemplated thereby.


 


(b)           Each
Loan Party is qualified to do business and in good standing (to the extent relevant in the applicable jurisdiction) in every jurisdiction
where its assets are located and wherever necessary to carry out its business and operations, except to the extent that the failure to
be so qualified or in good standing has not had and will not have a Material Adverse Effect.


 






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(c)           All
of the Subsidiaries of the Company as of the Restatement Date and their jurisdictions of organization are identified in Schedule 6.01(c) annexed
hereto. The Equity Interests of each of the Subsidiaries of the Company identified in Schedule 6.01(c) annexed hereto
is duly authorized, validly issued, fully paid and nonassessable and none of the capital stock constitutes Margin Stock. Schedule
6.01(c) annexed hereto correctly sets forth, as of the Restatement Date, the ownership interest of the Company and each of its
Subsidiaries in each of the Subsidiaries of the Company identified therein. To the best knowledge of the Company, each Material Subsidiary
as of the Restatement Date has been so designated on said Schedule 6.01(c).


 


6.02        Authorization;
No Contravention.


 


(a)           The
execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action on the part of
each Loan Party that is a party thereto.


 


(b)           The
execution, delivery and performance by Loan Parties of the Loan Documents to which they are parties and the consummation of the transactions
contemplated by the Loan Documents do not and will not (i) violate any provision of any material law or any material governmental
rule or regulation applicable to the Company or any of its Material Subsidiaries or any other Loan Party, the Organizational Documents
of the Company or any of its Subsidiaries, or any material order, judgment or decree of any court or other agency of government binding
on the Company or any of its Material Subsidiaries or any other Loan Party, (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual Obligation of the Company or any of its Material Subsidiaries
or any other Loan Party, or (iii) result in or require the creation or imposition of any Lien under any such Contractual Obligation
upon any of the properties or assets of the Company or any of its Subsidiaries.


 


(c)           The
execution, delivery and performance by the Loan Parties of the Loan Documents to which they are parties and the consummation of the transactions
contemplated by the Loan Documents do not and will not require any registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental authority or regulatory body except any thereof that have been obtained
and are in full force and effect.


 


(d)           Each
of the Loan Documents has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium, restructuring or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.


 


6.03        Financial
Statements.


 


The Audited Financial Statements (i) were
prepared in conformity with GAAP, except as otherwise noted therein and (ii) fairly present, in all material respects, the financial
position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the
results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended.


 






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6.04        No
Material Adverse Effect.


 


Since December 31, 2020, no event or change
has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.


 


6.05        Ownership
of Property; Liens.


 


The Company and each of its Subsidiaries have
good title to, or leasehold interests in, all properties that are necessary for the conduct of their respective businesses as now conducted
and as proposed to be conducted, free and clear of all Liens (other than Permitted Liens), except where the failure to have such good
title or leasehold interests could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.06        Litigation.


 


Except as set forth in Schedule 6.06
annexed hereto, there are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on
behalf of the Company or any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign (including any Environmental Claims) that are pending
or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that, individually or in
the aggregate (taking into consideration, among other things, the ability of the Company and its Subsidiaries to obtain indemnification
in respect thereof from Persons that are willing and able to honor any existing indemnification obligations with respect thereto), could
reasonably be expected to result in a Material Adverse Effect.


 


6.07        Taxes.


 


Each of the Company, each of its Subsidiaries
and each other corporation (each a “Consolidated Corporation”) with whom the Company or any of its Subsidiaries joins
in the filing of a consolidated return has filed all Federal income Tax returns and other material Tax returns and reports, domestic
and foreign, required to be filed by it, and has paid all material Taxes, assessments, fees and other governmental charges levied or
imposed upon it or its respective properties, income or assets to the extent the same have become due and payable, except those which
are not yet delinquent or which are being contested in good faith and, in each case, for which adequate reserves have been provided in
accordance with GAAP (or, in the case of a Foreign Subsidiary, in accordance with the generally accepted accounting principles in the
applicable jurisdiction).


 


6.08        Government
Regulation.


 


Neither the making of any extension of credit
hereunder, nor the use of any of the proceeds thereof, will violate the provisions of Regulation T, U or X of the Board of Governors
of the Federal Reserve System. None of the Company, any Person controlling the Company, or any Subsidiary is or is required to be registered
as an “investment company” under the Investment Company Act of 1940.


 






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6.09        Employee
Benefit Plans.


 


(a)           The
Company and each of its Subsidiaries is in compliance with all applicable provisions of ERISA, the Internal Revenue Code and other applicable
federal, state or foreign law with respect to each Plan, and has performed all of its obligations under each Plan, except to the extent
that failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Company,
each of its Subsidiaries and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 or Section 430
of the Internal Revenue Code, except to the extent that a failure to do so could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


(b)           There
are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Pension Plan which, individually or in the aggregate, have resulted, or could reasonably be expected to result, in
a Material Adverse Effect.


 


(c)           (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan is in “at risk status” as defined
in Section 430(i)(4) of the Internal Revenue Code, except to the extent such status could not reasonably be expected to have
a Material Adverse Effect if such Pension Plan or Pension Plans were then terminated, unless such Pension Plan is not reasonably likely
to be terminated; and (iii) neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.


 


6.10        Environmental
Protection.


 


The Company and each of its Subsidiaries is in
compliance with all applicable Environmental Laws in respect of the conduct of its business and the ownership of its property, except
such noncompliance as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without
limiting the effect of the preceding sentence:


 


(a)           neither
the Company nor any of its Subsidiaries has received a complaint, order, citation, notice or other written communication with respect
to the existence or alleged existence of a violation of, or liability arising under, any Environmental Law, the outcome of which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and


 


(b)           to
the best of the Company’s knowledge, there are no environmental, health or safety conditions, in each case relating to exposure
to, or release or threatened release of, Hazardous Materials existing or reasonably expected to exist at any real property owned, operated
or leased by the Company or any of its Subsidiaries, including off-site waste treatment or disposal facilities used by the Company or
its Subsidiaries, which could reasonably be expected to require any construction or other capital costs or clean-up obligations to be
incurred prior to the Maturity Date in order to assure compliance with any applicable Environmental Law, including provisions regarding
clean-up, to the extent that any of such conditions, construction or other capital costs or clean-up obligations, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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6.11        Disclosure.


 


(a)           All
factual information (taken as a whole) furnished by or on behalf of the Company or any of its Subsidiaries to the Administrative Agent
or any Lender in writing on or before the Restatement Date (including any such information contained in the Confidential Information
Memorandum or in any Loan Document or any other document, certificate or written statement furnished to the Lenders by or on behalf of
the Company or any of its Subsidiaries) for use in connection with the transactions contemplated by this Agreement is true and correct
in all material respects and does not omit to state a material fact necessary in order to make the statements contained herein and therein,
taken as a whole, not misleading at such time in light of the circumstances in which the same were made, it being understood that, for
purposes of this Section 6.11, such factual information does not include projections and pro forma financial information.
Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed
by the Company to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not
to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected
results.


 


(b)           As
of the Restatement Date, to the best knowledge of the Company, the information included in each Beneficial Ownership Certification provided
on or prior to the Restatement Date to any Lender in connection with this Agreement is true and correct in all respects.


 


6.12        Representations
as to Foreign Obligors.


 


The Company and each Foreign Obligor represents
and warrants to the Administrative Agent and the Lenders that:


 


(a)           Such
Foreign Obligor is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents
to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and
the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute
private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity
from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment
in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing
in respect of its obligations under the Applicable Foreign Obligor Documents.


 






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(b)           The
Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized
and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure
the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the
jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar Tax be paid
on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration,
recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or
any other document is sought to be enforced and (ii) any charge or Tax as has been timely paid.


 


(c)           There
is no Tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental
Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution
or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the
Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.


 


(d)           The
execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable
foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any
notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until
a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as
soon as is reasonably practicable).


 


6.13        Anti-Corruption
Laws and Sanctions.


 


The Company has implemented, maintains in effect
and enforces policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers
and directors and to the knowledge of the Company its employees and agents, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company
being designated as a Sanctioned Person. None of (a) the Company, any Subsidiary or any of their respective directors, officers
or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in
connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use
of proceeds or other transaction contemplated by this Agreement will, to the best knowledge of the Company, violate any Anti-Corruption
Law or applicable Sanctions in any material respect. This Section shall not be made by nor apply to any Loan Party in so far as
doing so would violate or expose any Loan Party or any of its Subsidiaries or any director, officer or employee thereof to any liability
or penalty under any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable to such Loan
Party (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance (Verordnung
zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).


 






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6.14        Affected
Financial Institutions. No Loan Party is an Affected Financial Institution.


 


ARTICLE VII

AFFIRMATIVE COVENANTS


 


The Company covenants and agrees that, so long
as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the
cancellation or expiration of all Letters of Credit, unless Required Lenders shall otherwise give prior written consent, the Company
shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Article VII.


 


7.01        Financial
Statements and Other Reports.


 


The Company will deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:


 


(a)           (i) no
later than the date on which such financial statements are filed with the SEC but in any event no later than 45 days after the end of
each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet of the Company and its Subsidiaries as at
the end of the first three fiscal quarters of each fiscal year and the related consolidated statements of income, stockholders’
equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current
fiscal year to the end of such fiscal quarter, and (ii) promptly when available but in any event no later than 45 days after the
end of each of the first three fiscal quarters of each fiscal year, the consolidated balance sheet of the Company and its Subsidiaries
as at the end of each fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of
the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the
end of such fiscal quarter, setting forth in each case (under both clauses (i) and (ii) above) in comparative form the corresponding
figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified (in the case of both clauses
(i) and (ii) above) by the chief financial officer of the Company that they fairly present, in all material respects, the financial
condition of the Company, its Subsidiaries or the Company and its Subsidiaries, as the case may be, as at the dates indicated and the
results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end
adjustments;


 






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(b)           (i) no
later than the date on which such financial statements are filed with the SEC and in any event no later than 90 days after the end of
each fiscal year, the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of each fiscal year and the
related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal
year, (ii) promptly when available but in any event no later than 90 days after the end of each fiscal year, the audited consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income,
stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case (under
both clauses (i) and (ii) above) in comparative form the corresponding figures for the previous fiscal year, all in reasonable
detail and certified (in the case of both clauses (i) and (ii) above) by the chief financial officer of the Company that they
fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the end of such fiscal year
and the results of their operations and their cash flows for such fiscal year and (iii) in the case of both clauses (i) and
(ii) above, a report thereon of a firm of independent certified public accountants of recognized national standing selected by the
Company, which report shall be unqualified as to the scope of audit or as to the going concern status of the Company, its Subsidiaries
or the Company and its Subsidiaries, as the case may be (in either case, taken as a whole), and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial condition of the Company, its Subsidiaries or the Company
and its Subsidiaries, as the case may be, as at the end of such fiscal year and the results of their operations and their cash flows
for such fiscal year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial
statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance
with generally accepted auditing standards;


 


(c)           together
with each delivery of financial statements of the Company and its Subsidiaries pursuant to subdivisions (a) and (b) above,
a Compliance Certificate of the Company (i) stating that the applicable Responsible Officer does not have knowledge of the existence,
as at the date of such Compliance Certificate, of any condition or event that constitutes a Default or Event of Default, or, if any such
condition or event exists, specifying the nature and period of existence thereof and what action the Company has taken, is taking and
proposes to take with respect thereto; (ii) demonstrating in reasonable detail compliance during and at the end of the applicable
accounting periods with the covenants set forth in Section 8.06 and with any specific dollar amounts specified in respect
of any restrictions contained in any other provisions of Article VIII (which delivery may, unless the Administrative Agent,
or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original
authentic counterpart thereof for all purposes); and (iii) setting forth any change in the identity of any of the Subsidiaries of
the Company since the Restatement Date (or, if applicable, since the date of the most recent Compliance Certificate delivered to Lenders
in accordance with this clause (c));


 


(d)           together
with each delivery of consolidated financial statements of the Company and its Subsidiaries pursuant to Section 7.01(b) above,
a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their
audit examination, any condition or event that constitutes an Event of Default under Section 8.06 has come to their attention
and, if such a condition or event has come to their attention, specifying the nature thereof, except to the extent that the delivery
of such statement would be prohibited by professional auditing standards applicable to such matters;


 


(e)           promptly
after the transmission thereof by the Company or any of its Subsidiaries to the SEC, copies of any filings on Form 10-K, 10-Q, or
8-K and any effective registration statements (and, upon the effectiveness thereof, any material amendments thereto) filed with the SEC
(but not any exhibits to any such registration statement or amendment (except as provided below) or any registration statement on Form S-8),
and copies of all financial statements, proxy statements, notices and reports that the Company or any of its Subsidiaries actually sends
to the holders of any publicly-issued securities of the Company or any of its Subsidiaries in their capacity as such holders (in each
case to the extent not theretofore delivered to Lenders pursuant to this Agreement and in each case including, to the extent requested
by Administrative Agent, any schedules and exhibits thereto), in each case as so transmitted to the SEC;


 






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(f)            promptly
upon any Responsible Officer of the Company obtaining actual knowledge of any condition or event that constitutes a Default or an Event
of Default, a written notice specifying the nature and period of existence of such condition or event, and what action the Company has
taken, is taking and proposes to take with respect thereto;


 


(g)           promptly
upon any Responsible Officer of the Company obtaining actual knowledge of (i) the institution of any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries
or any property of the Company or any of its Subsidiaries (collectively, “Proceedings”) not previously disclosed in
writing by the Company to Lenders or any material development in any Proceeding that, in any such case, could reasonably be expected
to give rise to a Material Adverse Effect, written notice thereof together with such other information as may be reasonably available
to the Company to enable Lenders and their counsel to evaluate such matters;


 


(h)           promptly
upon any Responsible Officer of the Company obtaining knowledge of the occurrence or forthcoming occurrence of any ERISA Event, a written
notice specifying the nature thereof and what action the Company, any of its Subsidiaries or any ERISA Affiliate has taken, is taking
or proposes to take with respect thereto; promptly upon receipt thereof, copies of any notice received by the Company, any of its Subsidiaries
or any ERISA Affiliate from the IRS, the Department of Labor or the PBGC or from a Multiemployer Plan sponsor concerning any ERISA Event;
concurrently with the delivery of such notices to the PBGC, to the extent not otherwise delivered to Administrative Agent under this
Agreement, copies of all notices delivered to the PBGC pursuant to Sections 3.3, 3.4 and 4.4 of the Settlement Agreement, effective as
of May 14, 1997, between the Company and the PBGC; promptly upon execution thereof, copies of all amendments, modifications, waivers
or supplements to the PBGC Agreements;


 


(i)            [Reserved];


 


(j)            promptly
upon any Responsible Officer of the Company obtaining knowledge of any one or more of the following environmental matters the existence
of which, either individually or when aggregated with all other such matters, would reasonably be expected to result in a Material Adverse
Effect, a written notice specifying in reasonable detail the nature thereof:


 


(1)           any
pending or threatened Environmental Claim against the Company or any of its Subsidiaries or any land, buildings and improvements owned
or leased by the Company or any of its Subsidiaries (but excluding all operating fixtures and equipment, whether or not incorporated
into improvements) (collectively, “Real Estate”);


 


(2)           any
condition or occurrence that (x) results in noncompliance by the Company or any of its Subsidiaries with any applicable Environmental
Law or (y) could reasonably be anticipated to form the basis of an Environmental Claim against the Company or any of its Subsidiaries
or any Real Estate;


 


(3)           any
condition or occurrence on any Real Estate that could reasonably be anticipated to cause such Real Estate to be subject to any restrictions
on the ownership, occupancy, use or transferability of such Real Estate under any Environmental Law; or


 


(4)           the
taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Estate;


 


(k)           promptly
upon any Responsible Officer of the Company obtaining actual knowledge thereof, written notice of:


 


(1)           any
announcement by Moody’s or S&P of any change in a Debt Rating;


 


(2)           any
change in accounting policies or financial reporting practices by the Company or any Subsidiary that has a material impact on the consolidated
financial statements of the Company and its Subsidiaries;


 


(3)           of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (A) breach or non-performance
of, or any default under, a Contractual Obligation of the Company or any Subsidiary; or (B) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any Governmental Authority;


 


(l)           any
change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified in such certification; and


 


(m)           with
reasonable promptness, (i) such other information and data with respect to the Company or any of its Subsidiaries as from time to
time may be reasonably requested by the Administrative Agent on its own behalf or on behalf of Required Lenders and (ii) information
and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.


 


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


 






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


 


Each Borrower hereby acknowledges that (a) the
Administrative Agent and/or J.P. Morgan Securities LLC will make available to the Lenders and the L/C Issuers materials and/or information
provided by or on behalf of such 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 may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to any Borrower or its securities)
(each, a “Public Lender”). Each 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 Borrowers shall
be deemed to have authorized the Administrative Agent, J.P. Morgan Securities LLC, the L/C Issuers and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes
of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative
Agent and J.P. Morgan Securities LLC shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Investor”.


 


7.02        Preservation
of Existence, Etc.


 


Except as permitted under Section 8.07,
the Company will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect (i) its legal
existence (except, in the case of a Subsidiary of the Company only, to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect) and (ii) all rights and franchises material to its business (except, in any case, to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect).


 






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7.03        Payment
of Taxes and Claims; Tax Consolidation.


 


The Company will, and will cause each of its Consolidated
Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets
before any material penalty accrues thereon, and all lawful material claims (including claims for labor, services, materials and supplies)
for sums that have become due and payable and that by law have become or could reasonably be expected to become a material Lien upon
any of the properties or assets of the Company or any of its Subsidiaries; provided that no such charge or claim need be paid
if it is being contested in good faith and by proper proceedings, so long as it has maintained adequate reserves (in the good faith judgment
of the Company or such Subsidiary) with respect thereto in accordance with GAAP or, in the case of a Foreign Subsidiary, in accordance
with generally accepted accounting principles in the applicable jurisdiction.


 


7.04        Maintenance
of Properties; Insurance.


 


(a)           (i) The
Company will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition,
ordinary wear and tear excepted, all material properties used or useful in the business of the Company and its Subsidiaries (including
all Intellectual Property) and (ii) from time to time will make or cause to be made all appropriate repairs, renewals and replacements
thereof, in each case except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(b)           The
Company will, and will cause each of its Material Subsidiaries to, at all times maintain in full force and effect, with insurance companies
which the Company believes (in the good faith judgment of the Company’s management) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in at least such amounts and against at least such risks (and with such risk
retentions) as are usually insured against in the same general area by companies engaged in the same or a similar business. The Company
shall furnish to Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance
so carried.


 


7.05        Inspection
Rights.


 


The Company shall, and shall cause each of its
Material Subsidiaries to, permit any authorized representatives designated by the Administrative Agent or Required Lenders to visit and
inspect any of the properties of the Company or of any of its Material Subsidiaries, to inspect, copy and make abstracts from its and
their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent
public accountants (provided that the Company may, if it so chooses, be present at or participate in any such discussion), all upon reasonable
notice and at such reasonable times during normal business hours and as often as may reasonably be requested.


 


7.06        Compliance
with Laws.


 


The Company shall comply, and shall cause each
of its Subsidiaries to comply, in all material respects, with the requirements of all applicable Laws, rules, regulations and orders
(including all Environmental Laws) of any governmental authority having jurisdiction over it, except such as may be contested in good
faith or as to which a bona fide dispute may exist and except to the extent that noncompliance therewith could not reasonably be expected
to cause, individually or in the aggregate, a Material Adverse Effect.


 






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7.07        Additional
Subsidiary Guarantors.


 


In the event that any Person (other than a Restricted
Acquisition Subsidiary) becomes a Domestic Subsidiary (other than an Excluded Domestic Subsidiary) that is a Material Subsidiary after
the Restatement Date, the Company will promptly notify the Administrative Agent of that fact and cause such Material Subsidiary to promptly
thereafter (and in any event with 30 days, as such period may be extended by the Administrative Agent in its reasonable discretion) (a) execute
and deliver to the Administrative Agent a Joinder Agreement and (b) deliver to the Administrative Agent documents of the types referred
to in clauses (ii), (iii) and (iv) of Section 5.01(a), all in form, content and scope reasonably satisfactory to
the Administrative Agent.


 


7.08        Transactions
with Affiliates.


 


The Company shall, and shall cause each of its
Subsidiaries to, conduct all transactions with any of its Affiliates (other than the Company or any of its Subsidiaries) upon terms that
are substantially as favorable to Company or such Subsidiary as it would obtain in a comparable arm’s-length transaction with a
Person not an Affiliate of the Company or such Subsidiary; provided that the foregoing restrictions shall not apply to (a) reasonable
and customary fees paid to members of the board of directors of the Company and its Subsidiaries, (b) transactions otherwise expressly
permitted hereunder between the Company or any of its Subsidiaries and any such Affiliate, and (c) transactions between the Company
or any of its Subsidiaries and any special purpose entity established in connection with an Accounts Receivable Facility.


 


7.09        Conduct
of Business.


 


From and after the Restatement Date, the Company
shall, and shall cause its Subsidiaries (taken as a whole) to, engage primarily in (i) the lines of business carried on by the Company
and its Subsidiaries on the Restatement Date and (ii) other businesses or activities that are reasonably similar thereto or that
constitute a reasonable extension, development or expansion thereof or that are ancillary or reasonably related thereto.


 


7.10        Fiscal
Year.


 


The Company shall maintain its fiscal year-end
at December 31 of each year; provided that the Company may, upon prior written notice to the Administrative Agent, change
such fiscal year-end.


 


7.11        Use
of Proceeds.


 


The Borrowers shall use the proceeds of the Credit
Extensions to refinance the indebtedness under the Existing Credit Agreement and for general corporate purposes not in contravention
of any Law or of any Loan Document, including for any transaction not prohibited by the Loan Documents.


 






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7.12        Anti-Corruption
Laws and Sanctions


 


The Company will maintain in effect and enforce
policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions. This Section shall not be made by nor apply to any Loan Party in
so far as doing so would violate or expose any Loan Party or any of its Subsidiaries or any director, officer or employee thereof to
any liability or penalty under any anti-boycott or blocking law, regulation or statute that is in force from time to time and applicable
to such Loan Party (including without limitation EU Regulation (EC) 2271/96 and Section 7 of the German Foreign Trade Ordinance
(Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung – AWV)).


 


ARTICLE VIII

NEGATIVE COVENANTS


 


The Company covenants and agrees that, so long
as any of the Commitments hereunder shall remain in effect and until payment in full of all of the Loans and other Obligations and the
cancellation or expiration of all Letters of Credit, unless Required Lenders shall otherwise give prior written consent, the Company
shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Article VIII.


 


8.01        Indebtedness.


 


The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly
or indirectly liable with respect to, any Indebtedness, except:


 


(a)           each
Loan Party may become and remain liable with respect to the Obligations;


 


(b)           the
Company and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Finance Leases in an aggregate amount
not to exceed at any time $100,000,000;


 


(c)           the
Company and its Subsidiaries may become and remain liable with respect to (i) purchase money Indebtedness and (ii) non-recourse
Indebtedness and obligations of the Company and its Subsidiaries in connection with any Accounts Receivable Facility, collectively in
an aggregate outstanding principal amount not to exceed $200,000,000 at any time;


 


(d)           the
Foreign Subsidiaries of the Company may become and remain liable with respect to Indebtedness (exclusive of Indebtedness owed to the
Company or a Subsidiary of the Company) in an aggregate outstanding principal amount not to exceed $350,000,000 at any time; and


 


(e)           any
other Indebtedness of the Company and its Subsidiaries, provided that, solely with respect to Priority Indebtedness, the incurrence of
such Priority Indebtedness is not prohibited by Section 8.03.


 






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8.02        Liens.


 


The Company shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property
or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of the Company or any of its Subsidiaries,
whether now owned or hereafter acquired, except:


 


(a)           Permitted
Encumbrances;


 


(b)           Liens
granted to secure Indebtedness in respect of Finance Leases permitted under Section 8.01(b);


 


(c)           Liens
granted to secure (i) purchase money Indebtedness and (ii) Indebtedness in connection with any Accounts Receivable Facility,
in each case as permitted under Section 8.01(c);


 


(d)           Liens
granted to secure Indebtedness of the Foreign Subsidiaries of the Company permitted under Section 8.01(d);


 


(e)           Liens
as a result of the existence and/or being a member of a fiscal unity (fiscale eenheid) for Dutch corporate income tax and/or VAT
purposes solely between the Dutch Borrower and any of its Subsidiaries; and


 


(f)            other
Liens securing any Indebtedness of the Company and its Subsidiaries that is not prohibited by Section 8.03.


 


8.03        Priority
Indebtedness.


 


The Company shall not permit the aggregate amount
of all Priority Indebtedness at any time to exceed 15% of Consolidated Net Tangible Assets.


 


8.04        [Reserved.]


 


8.05        [Reserved.]


 


8.06        Financial
Covenants.


 


(a)           Consolidated
Interest Coverage Ratio. The Company shall not permit the Consolidated Interest Coverage Ratio as of the end of any Testing Period
to be less than 3.0 to 1.0.


 


(b)           Consolidated
Leverage Ratio. The Company shall not permit the Consolidated Leverage Ratio as of the end of any Testing Period to be greater than
3.50 to 1.00; provided that, if the Company or any of its Subsidiaries has consummated a Qualified Acquisition, at the election
of the Company (the notice of which election shall be given within thirty days after the consummation of such Qualified Acquisition),
the Consolidated Leverage Ratio required to be maintained shall be increased to 4.00 to 1.00 for four consecutive fiscal quarters (and
no other Testing Period), starting with the fiscal quarter during which such Qualified Acquisition is consummated; provided, further,
that after the expiration of any such increase, no new election may be made by the Company for the two consecutive fiscal quarters immediately
succeeding such expiration.


 






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All calculations of financial covenants in this
Section 8.06 shall be made on a Pro Forma Basis.


 


8.07        Fundamental
Changes.


 


The Company shall not, and shall not permit any
of its Subsidiaries to, enter into any transaction of merger or consolidation, consummate a Division as the Dividing Person, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business, property
or assets, of the Company and its Subsidiaries, taken as a whole, except:


 


(a)           any
Subsidiary of the Company may be merged with or into the Company or any other Subsidiary of the Company, and any Subsidiary of the Company
may be liquidated, wound up or dissolved, or consummate a Division as the Dividing Person or all or substantially all of its business,
property or assets (including capital stock of any Subsidiary of the Company) may be conveyed, sold, leased, transferred or otherwise
disposed of, in one transaction or a series of transactions, to the Company or any other Subsidiary of the Company; provided that
in the case of any such merger involving the Company, the Company shall be the continuing or surviving corporation; and


 


(b)           the
Company or any Subsidiary may merge or consolidate with any Person in connection with an Acquisition permitted hereunder; provided
that in the case of any such merger involving the Company, the Company shall be the continuing or surviving corporation.


 


8.08        Amendment
of Certain Documents.


 


(a)           The
Company shall not amend, modify or change, nor shall it permit any Loan Party to amend, modify or change, its Organizational Documents
in any manner which could materially adversely affect the rights of the Administrative Agent or the Lenders.


 


(b)           The
Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change any of the terms of the PBGC Agreements
in any manner with respect to the granting, continuation or termination of Liens on any of the assets of the Company or its Subsidiaries
or the priority of the PBGC or the Lenders with respect to any such Liens.


 






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8.09        Use
of Proceeds.


 


The Company and each Designated Borrower will
not request any Borrowing or Letter of Credit, and the Company shall not use, and shall procure that its Subsidiaries and its or their
respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance
of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in
violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction
of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited
by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state, or (c) to the
knowledge of the Company, in any manner that would result in the violation of any Sanctions applicable to any party hereto. This Section shall
not be made by nor apply to any Loan Party in so far as doing so would violate or expose any Loan Party or any of its Subsidiaries or
any director, officer or employee thereof to any liability or penalty under any anti-boycott or blocking law, regulation or statute that
is in force from time to time and applicable to such Loan Party (including without limitation EU Regulation (EC) 2271/96 and Section 7
of the German Foreign Trade Ordinance (Verordnung zur Durchführung des Außenwirtschaftsgesetzes (Außenwirtschaftsverordnung
 – AWV)).


 


ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES


 


9.01        Events
of Default.


 


Any of the following events shall constitute an
event of default (each, an “Event of Default”):


 


(a)           Non-Payment.
(i) Failure by any Borrower to pay any installment of principal of any Loan in the currency required hereunder when due from such
Borrower, whether at stated maturity, by acceleration, by mandatory prepayment or otherwise or failure by any Borrower to pay when due
any L/C Obligation; or (ii) within five days after the date due, failure by any Borrower to pay any interest on any Loan or on any
L/C Obligation; or (iii) failure by any Loan Party to pay any fee or any other amount due from such Loan Party under this Agreement
or under any other Loan Document within five days after the date due; or


 


(b)           Cross-Default.
(i) Failure of the Company or any of its Subsidiaries to pay when due any principal of or interest on or any other amount payable
in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection (a) above) with an aggregate
principal amount of $75,000,000 or more beyond the end of any grace or notice period provided therefor; or (ii) breach or default
by the Company or any of its Subsidiaries with respect to any other material term of (A) one or more items of Indebtedness in the
aggregate principal amount of $75,000,000 or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness, if such breach or default continues after any applicable grace or notice period provided therefor and the effect of such
breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders)
to cause, that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be; or


 


(c)           Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01(f) or
Article VIII; or


 






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(d)           Representations
and Warranties. Any representation, warranty, certification or other statement made by the Company or any of its Subsidiaries in
any Loan Document or in any statement or certificate at any time given by the Company or any of its Subsidiaries in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false in any material respect on the date as of which made; or


 


(e)           Other
Defaults. Any Loan Party shall default in the performance of or compliance with any term contained in this Agreement or any of the
other Loan Documents, other than any such term referred to in any other subsection of this Article IX, and such default shall
not have been remedied or waived within 30 days after receipt by the Company of notice from Administrative Agent or any Lender of such
default; or


 


(f)            Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) A court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company or any of its Material Subsidiaries in an involuntary case under any Debtor Relief Law, which decree
or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign law; or (ii) an
involuntary case shall be commenced against the Company or any of its Material Subsidiaries under any Debtor Relief Law; or a decree
or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian
or other officer having similar powers over the Company or any of its Material Subsidiaries, or over all or a substantial part of its
property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other
custodian of the Company or any of its Material Subsidiaries for all or a substantial part of its property; or a warrant of attachment,
execution or similar process shall have been issued against any substantial part of the property of the Company or any of its Material
Subsidiaries, and any such event described in this clause (ii) shall continue for 60 days unless dismissed or discharged; or


 


(g)           Voluntary
Bankruptcy; Appointment of Receiver, Etc. (i) The Company or any of its Material Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under any Debtor Relief Law, or shall consent to the entry of an order for relief
in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Company
or any of its Material Subsidiaries shall make any assignment for the benefit of creditors; or (ii) the Company or any of its Material
Subsidiaries shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of
directors of the Company or any of its Material Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize
any action to approve any of the actions referred to in clause (i) above or this clause (ii); or


 


(h)           Judgments
and Attachments. Any money judgments, writs or warrants of attachment or similar processes involving in the aggregate at any time
an amount in excess of $75,000,000 (to the extent such amount is not adequately covered by insurance as to which the insurance company
has not disputed coverage in writing) shall be entered or filed against the Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated or unstayed for a period of 60 days; or


 


(i)            ERISA.
An ERISA Event shall occur; or


 


(j)            Change
of Control. There occurs any Change of Control; or


 






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(k)           Invalidity
of Loan Documents. At any time after the execution and delivery thereof, (i) any material provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all
the Obligations, ceases to be in full force and effect; or (ii) any Loan Party shall deny in writing its obligations under any Loan
Document to which it is a party.


 


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 each 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 Borrowers;


 


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


 


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


 


provided, however, that upon the occurrence of an Event
of Default under Section 9.01(f) or (g) or an actual or deemed entry of an order for relief with respect
to any Borrower under the Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of each 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 Company 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 Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts
payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second
payable to them;


 


Third, to payment of that portion of the
Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion
to the respective amounts described in this clause Fourth held by them;


 


Fifth, to the Administrative Agent for
the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount
of Letters of Credit; and


 


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


 


Subject to Sections 2.03(c) and
2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above
shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,
if any, in the order set forth above.


 


ARTICLE X

ADMINISTRATIVE AGENT


 


10.01      Appointment
and Authority.


 


Each of the Lenders and the L/C Issuers hereby
irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither any Borrower nor any
other Loan Party shall have rights as a third party beneficiary of any of such provisions.


 






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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, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent may perform
any of its duties and exercise its rights and powers by or through any one or more sub-agents or Affiliates.


 


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. Without limiting the generality of the foregoing,
the Administrative Agent:


 


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


 


(b)           shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and


 


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


 


The Administrative Agent shall not be liable for any action taken
or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided
in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Company, a Lender or an L/C Issuer.


 


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


 






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10.04      Reliance
by Administrative Agent.


 


The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to
be genuine and to have been signed, sent or otherwise authenticated by the proper Person (including, for the avoidance of doubt, in connection
with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page). The Administrative Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition
is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such
Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult
with legal counsel (who may be counsel for the Company), 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.


 


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
or Affiliates appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or Affiliate 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 or Affiliate and to the Related Parties of the Administrative Agent and any such sub-agent
or Affiliate, 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.


 






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10.06      Resignation
of Administrative Agent.


 


The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, with the consent of the Company (not to be unreasonably withheld), unless an Event of Default shall have
occurred and is continuing, in which case the consent of the Company shall not be required, 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, then the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above subject to the consent of the Company (not
to be unreasonably withheld), unless an Event of Default shall have occurred and is continuing, in which case the consent of the Company
shall not be required; provided that if the Administrative Agent shall notify the Company and the Lenders that no qualifying Person
has accepted such appointment or has been approved by the Company and the Lenders, then such resignation shall nonetheless become effective
in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents and (2) 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 each L/C Issuer directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this Section. 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 retired) Administrative Agent, and the retiring 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 Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Company and such successor. After the retiring Administrative Agent’s resignation 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
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 Administrative Agent was acting as Administrative Agent.


 


Any resignation by JPMorgan Chase Bank, N.A. as
Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and Swingline Lender. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C
Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


 


10.07      Non-Reliance
on Administrative Agent and Other Lenders.


 


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


 






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10.08     No
Other Duties, Etc.


 


Anything herein to the contrary notwithstanding,
none of the Joint Book Runners, the Joint Lead Arrangers, Syndication Agents or Co-Documentation Agents listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents (other than the Fee Letter),
except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.


 


10.09     Administrative
Agent May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or 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 any Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts
due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j), 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 each L/C Issuer to make such payments
to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to
the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 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 any L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


 


10.10     Guaranty
Matters.


 


The Lenders and the L/C Issuers irrevocably authorize
the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.


 






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10.11     Certain
ERISA Matters.


 


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


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Plans in
connection with the Loans, the Letters of Credit or the Commitments,


 


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


 


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


 


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


 






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In addition, unless either (1) sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation,
warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents
and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a
Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan
Party, that none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender involved
in the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of
any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


10.12     Acknowledgements
of the Lenders and Issuing Banks.


 


(a)            Each
Lender and each L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or L/C Issuer, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring
or holding any other type of financial instrument (and each Lender and each L/C Issuer agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Syndication Agent, any Co-Documentation
Agent or any other Lender or L/C Issuer, or any of the Related Parties of any of the foregoing, and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire
or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and
to provide other facilities set forth herein, as may be applicable to such Lender or such L/C Issuer, and either it, or the Person exercising
discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced
in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each L/C Issuer also acknowledges
that it will, independently and without reliance upon the Administrative Agent, any Syndication Agent, any Co-Documentation Agent or
any other Lender or L/C Issuer, or any of the Related Parties of any of the foregoing, and based on such documents and information (which
may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates)
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.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Restatement Date, or delivering its signature page to an
Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Restatement Date.


 






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(c)            (i) Each
Lender and L/C Issuer hereby agrees that (x) if the Administrative Agent notifies such Lender or L/C Issuer that the Administrative
Agent has determined in its sole discretion that any funds received by such Lender or L/C Issuer from the Administrative Agent or
any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Payment”) were erroneously transmitted to such Lender or L/C Issuer (whether or not known to such Lender or L/C
Issuer), and demands the return of such Payment (or a portion thereof), such Lender or L/C Issuer shall promptly, but in no event later
than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which
such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment
(or portion thereof) was received by such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or L/C Issuer shall not assert, and
hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any
demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense
based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 10.12(c) shall
be conclusive, absent manifest error. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan
Party nor any of their respective Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 10.12(c) in
respect of any Payment.


 


(ii)            Each
Lender and L/C Issuer hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded
or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. 
Each Lender and L/C Issuer agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been
sent in error, such Lender or L/C Issuer shall promptly notify the Administrative Agent of such occurrence and, upon demand from the
Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the
amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon
in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or L/C Issuer to the
date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(iii) The Company and each other
Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that
has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such
Lender or L/C Issuer with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Company or any other Loan Party.


 


(iv) Each party’s obligations
under this Section 10.12 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations
by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations
under any Loan Document.


 






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ARTICLE XI

MISCELLANEOUS


 


11.01     Amendments,
Etc.


 


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


 


(a)            extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written
consent of such Lender;


 


(b)            except
in the manner set forth in Section 2.17, postpone any date fixed by this Agreement or any other Loan Document for any payment
of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby;


 


(c)            reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall
be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest or Letter
of Credit Fees at the Default Rate;


 


(d)            change
Section 2.12(a), Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of
payments and Credit Extensions required thereby in a manner adverse to any Lender without the written consent of such Lender;


 


(e)            amend
Section 1.05(a), Section 1.06 or the definition of “Alternative Currency” without the written consent of
each Lender;


 


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


 






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(g)            release
the Company or any Designated Borrower or all or substantially all of the Subsidiary Guarantors, from its or their obligations under
the Loan Documents without the written consent of each Lender; and, provided further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the
rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to
the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,
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.


 


11.02     Notices;
Effectiveness; Electronic Communication.


 


(a)            Notices
Generally. 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 or electronic mail as follows:


 


(1)            if
to the Borrowers, the Administrative Agent, JPMorgan Chase Bank, N.A. in its capacity as an L/C Issuer, or the Swingline Lender, to the
address, telecopier number or electronic mail address specified for such Person on Schedule 11.02; and


 


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


 


Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices sent by 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 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 Issuers 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 any L/C Issuer pursuant to Article II if such Lender or
such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by
electronic communication. The Administrative Agent or the Company may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications.


 






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


 


(c)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender,
any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of any Borrower’s or the Administrative Agent’s transmission of the items delivered by any Borrower to the Administrative
Agent pursuant to Sections 7.01, 7.02 or 7.03 or any other materials and/or information at the request of any Borrower
through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses result from the gross negligence
or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability
to any Borrower, any Lender, any 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 Borrowers, the Administrative Agent, JPMorgan Chase Bank, N.A., as an L/C Issuer, and the Swingline
Lender may change its address or telecopier for notices and other communications hereunder by notice to the other parties hereto. 
Each other Lender and L/C Issuer may change its address or telecopier number for notices and other communications hereunder by notice
to the Company, the Administrative Agent, each other L/C Issuer and the Swingline 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, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.


 






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(e)            Reliance
by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely
and act upon any notices from a Responsible Officer of any Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof,
as understood by the recipient, varied from any confirmation thereof. All 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.


 


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


 


11.04     Expenses;
Indemnity; Limitation of Liability; Damage Waiver.


 


(a)            Costs
and Expenses. The Company 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 any L/C Issuer in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or any 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.


 






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(b)            Indemnification
by the Company. The Company shall indemnify the Administrative Agent, any Syndication Agent, any Co-Documentation Agent, each Lender
and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of a single firm of counsel for the Indemnitees (and, in the case of an actual or perceived
conflict of interest, where the Indemnitee affected by such conflict informs you of such conflict and thereafter retains its own counsel,
of another firm of counsel for such affected Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by any Borrower or any other 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, the consummation of the transactions contemplated hereby
or thereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Agreement and the other
Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by
any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or originating from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Claim against
or affecting any Borrower 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 the Company
or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising,
in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; 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, (y) result from a claim brought by the Company or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such other Loan
Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or
(z) related to Hazardous Materials that are unrelated to the Company or any of its Subsidiaries and that are first used, released,
disposed or otherwise emitted by a Person other than the Company or any of its Subsidiaries at or on any property after such property
has been transferred to any Indemnitee or its successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer.
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.


 


(c)            Reimbursement
by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent, any L/C Issuer or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent, such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent or such L/C Issuer in its capacity as such, or against any Related Party of
any of the foregoing acting for the Administrative Agent or such L/C Issuer in connection with such capacity. The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 






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(d)            Limitation
of Liability; Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, (i) no Loan Party shall
assert, and each Loan Party hereby waives, any claim against the Administrative Agent, any Syndication Agent, any Co-Documentation Agent,
any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising from the
use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications,
electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and hereby
waives, any claim against any other party hereto or 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; provided that, nothing in this ‎Section 11.04(b) shall relieve the
Company and each other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in ‎Section 11.04(b),
against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.


 


(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 11.04 shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swingline
Lender, the replacement of any Lender, the termination of this Agreement, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.


 


11.05     Payments
Set Aside.


 


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


 






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11.06     Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


 


(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (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 Swingline Loans) at the time owing to it); provided that:


 


(1)            except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect,
the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group)
will be treated as a single assignment for purposes of determining whether such minimum amount has been met; provided, further,
that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within fifteen (15) Business Days after having received notice thereof.


 


(2)            any
assignment of a Commitment must be approved by the Administrative Agent, each L/C Issuer and the Swingline Lender, such approval not
to be unreasonably withheld or delayed, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and


 






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(3)            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 Eligible Assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(4)            Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swingline 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.


 


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 Eligible 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. Upon request, each
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.


 






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(c)            Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts 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 Borrowers, the Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. Notwithstanding anything to the contrary, any assignment of any Loan shall be effective only upon appropriate entries
with respect thereto being made in the Register. In addition, the Administrative Agent shall maintain on the Register information regarding
the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection
by each of the Borrowers, the Lenders and each L/C Issuer at any reasonable time and from time to time upon reasonable prior notice.
In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender
may request and receive from the Administrative Agent a copy of the Register.


 


(d)            Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or a holding company, investment vehicle or trust (but not including, for the avoidance of doubt,
any bona fide third party investment funds) for, or owned and operated for the primary benefit of a natural person, a Defaulting Lender
or the Company or any of the Company’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 Swingline Loans) owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and
the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement.


 


Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, each
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.
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 such Participant agrees to be subject to Section 2.13 as though it were a Lender.


 


Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of 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 and Proposed Treasury Regulations Section 1.163-5(b) (and,
in each case, any amended or successor version). 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.


 






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(e)            Limitation
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04
or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Company’s prior written consent or such greater payment
results from an adoption of or any change in any requirement of law or in the interpretation or application thereof or compliance by
any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority
made subsequent to the date hereof that occurs after the Participant acquires the applicable participation. A Participant shall not be
entitled to the benefits of Section 3.01 unless such Participant agrees, for the benefit of the Borrowers, to comply with
Section 3.01(e) as though it were a Lender (it being understood that the documentation required under Section 3.01(e) shall
be delivered to the participating Lender).


 


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


 


(g)            Electronic
Execution of Assignments. The words “execution”, “signed”, “signature”, and words of like import
in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 






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(h)            Resignation
as an L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
a Person assigns all of its Commitment and Loans pursuant to subsection (b) above and such Person is the Swingline Lender or
an L/C Issuer, such Person may, as applicable, (i) upon 30 days’ notice to the Company and the Lenders, resign as an L/C Issuer
and/or (ii) upon 30 days’ notice to the Company, resign as Swingline Lender, as the case may be. In the event of any such
resignation as an L/C Issuer or Swingline Lender, as applicable, the Company shall be entitled to appoint from among the Lenders a successor
L/C Issuer or a successor Swingline Lender hereunder, as applicable; provided, however, that no failure by the Company
to appoint any such successor shall affect the resignation of the applicable L/C Issuer or Swingline Lender as an L/C Issuer or Swingline
Lender, as the case may be. If such Person resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of
an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If such Person resigns as Swingline Lender, it shall
retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations
in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline
Lender, as applicable, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring L/C Issuer or Swingline Lender, as the case may be, and (b) 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 the applicable L/C Issuer to effectively assume the obligations of such L/C Issuer with respect to such Letters of Credit. No Lender
shall be required to become an L/C Issuer or a Swingline Lender without its consent.


 


11.07     Treatment
of Certain Information; Confidentiality.


 


Each of the Administrative Agent, the Lenders
and the L/C Issuers 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, 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 requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners);
provided that unless specifically prohibited by applicable law or court order in the reasonable judgment of such Lender or counsel,
such Lender shall use its commercially reasonable efforts to notify the Company of any request by any regulatory authority or representative
thereof of the National Association of Insurance Commissioners (other than any such request in connection with any examination of the
financial condition of such Lender by such governmental agency or the National Association of Insurance Commissioners) for disclosure
of any such non-public information prior to disclosure of such information, (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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to
a Borrower and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Company,
the other Borrowers or their respective Subsidiaries or the Loans 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 Loans provided
hereunder, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other
than as a result of a breach of this Section by such Person or (y) becomes available to the Administrative Agent, any
Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company.


 






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


 


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


 


The Company consents to the publication by the
Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name,
product photographs, logo or trademark of the Company. In addition, the Administrative Agent and the Lenders may disclose the existence
of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and
service providers to the agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents and
the Commitments.


 


11.08     Right
of Setoff.


 


If an Event of Default shall have occurred and
be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender,
such L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all
of the obligations of such Borrower or such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender
or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or
any other Loan Document; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are
in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates
may have. Each Lender and each L/C Issuer agrees to notify the Company and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the validity of such setoff and application.


 






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11.09     Interest
Rate Limitation.


 


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


 


11.10     Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)            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.


 






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(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 11.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document
and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature
transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall
be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as
applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page), 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; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or
format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent
and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Loan Party without
further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon
the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.
Without limiting the generality of the foregoing, each Loan Party hereby (1) agrees that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document
and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (2) the Administrative
Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (3) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on
the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including
with respect to any signature pages thereto and (4) waives any claim against any Lender-Related Person for any losses, claims
(including intraparty claims), demands, damages or liabilities of any kind arising solely from the Administrative Agent’s and/or
any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands,
damages or liabilities of any kind arising as a result of the failure of the Borrowers and/or any Loan Party to use any available security
measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


11.11     Survival
of Representations and Warranties.


 


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


 






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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 Issuers or the Swingline 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 (a) any Lender requests compensation under
Section 3.04, (b) the Company is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Sections 3.01 or 3.04, (c) any Lender is subject to illegality under Section 3.02,
(d) 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), (e) any Lender is a Protesting Lender
or (f) any Lender is a Defaulting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 11.06), all of its interests, rights 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:


 


(1)            Administrative
Agent shall have received the assignment fee specified in Section 11.06(b);


 


(2)            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 Company or applicable Designated
Borrower (in the case of all other amounts);


 


(3)            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;


 


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


 






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(5)            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 that the failure by such Non-Consenting Lender to execute and deliver an Assignment
and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting
Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swingline Loans pursuant to this Section 11.13
shall nevertheless be effective without the execution by such Non-Consenting 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 Company
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 WITHOUT REGARD TO NEW
YORK CONFLICTS OF LAWS PRINCIPLES.


 


(b)            SUBMISSION
TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN
(OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN),
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 FEDERAL (TO THE EXTENT PERMITTED
BY LAW) OR NEW YORK STATE 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 ANY L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






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(c)            WAIVER
OF VENUE. EACH BORROWER AND EACH OTHER 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 Jury Trial.


 


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


 


11.16     USA
PATRIOT Act Notice.


 


Each Lender that is subject to the Patriot Act
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes
the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to
identify such Borrower in accordance with the Patriot Act.


 






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11.17     Judgment
Currency.


 


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


 


11.18     No
Advisory or Fiduciary Relationship.


 


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


 






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11.19     Acknowledgement
and Consent to Bail-In of Financial Institutions.


 


Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers
of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


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


 


11.20     Amendment
and Restatement of the Existing Credit Agreement.


 


The parties hereto agree that on the Restatement
Date this Agreement shall replace the Existing Credit Agreement and the exhibits and schedules attached hereto shall replace the exhibits
and schedules existing prior to the Restatement Date in their entirety.


 


The parties hereto acknowledge and agree that
this Agreement and any other Loan Documents executed and delivered in connection herewith do not constitute a novation, or termination
of the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Restatement
Date; (ii) the Obligations are in all respects continuing (as amended and restated by this Agreement), with the terms, conditions,
covenants and agreements contained in the Existing Credit Agreement being modified only to the extent provided in this Agreement; and
(iii) the guarantees under the Existing Credit Agreement securing payment of the Obligations are in all such respects continuing
in full force and effect.


 


[Remainder of page intentionally left
blank. Signature pages follow.]


 






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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


 


	COMPANY:	AMPHENOL CORPORATION,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Lance E. D’Amico
	 	 	Name:	Lance E. D’Amico
	 	 	Title:	Senior Vice President, Secretary and General Counsel



 


 


	HONG KONG BORROWER	AMPHENOL EAST ASIA LIMITED
	 	 
	 	 
	 	By:  	/s/ Lance E. D’Amico
	 	 	Name:	Lance E. D’Amico
	 	 	Title:	Authorized signatory
	 	 
	 	 
	GERMAN BORROWER:	AMPHENOL TECHNOLOGIES HOLDING GMBH 
	 	 
	 	 
	 	By:	/s/ Craig A. Lampo
	 	 	Name:	Craig A. Lampo
	 	 	Title:	Managing Director


 


	DUTCH BORROWER:	AMPHENOL BENELUX B.V.  
	 	 
	 	 
	 	By:  	/s/ Lance E. D’Amico
	 	 	Name:	Lance E. D’Amico
	 	 	Title:	Authorized signatory



 


	UK BORROWER	AMPHENOL LIMITED
	 	 
	 	 
	 	By: 	/s/ Lance E. D’Amico
	 	 	Name:	Lance E. D’Amico
	 	 	Title:	Company Secretary


 



[Signature Page to Second Amended and Restated
Credit Agreement]


 






     


     


    

 


	ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A., 
		as Administrative Agent
	 	 
	 	 
	 	By: 	/s/ Ryan Zimmerman
	 	 	Name:	Ryan Zimmerman
	 	 	Title:	Vice President


 


 


	LENDERS:	JPMORGAN CHASE BANK, N.A., 
	 	as a Lender, an L/C Issuer and Swingline Lender
	 	 
	 	 
	 	By:	/s/ Ryan Zimmerman
	 	 	Name:	Ryan Zimmerman
	 	 	Title:	Vice President



 


[Signature Page to Second Amended and Restated
Credit Agreement]


 






     


     


    

 


	 	[______], as a Lender [and an L/C
    Issuer]
	 	 
	 	By:	
	 	 	Name:  
	 	 	Title:


 


[Signature Page to Second Amended and Restated
Credit Agreement]