Exhibit 10.1


 


EXECUTION COPY


 


 


 


 





AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of





 


April 24, 2020





 


among





 


WATTS WATER TECHNOLOGIES, INC.


 


The Subsidiary Borrowers Party Hereto


 


The Lenders Party Hereto


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


 


BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION,


WELLS FARGO BANK, NATIONAL ASSOCIATION and TD BANK, N.A.,


as Co-Syndication Agents


 


and


 


PNC
BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION,


as Co-Documentation Agents







 





 



 





JPMORGAN CHASE BANK, N.A.,


BOFA SECURITIES, INC., KEYBANC CAPITAL MARKETS INC.,


WELLS FARGO SECURITIES, LLC and TD SECURITIES (USA) LLC,


as Joint Bookrunners and Joint Lead Arrangers







 



     


     


    

 


Table Of Contents


 




Page


 


	ARTICLE I Definitions	1
	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	36
	Section 1.03.	Terms Generally	36
	Section 1.04.	Accounting Terms; GAAP; Certain Amendments and Calculations	36
	Section 1.05.	Interest Rates; LIBOR Notification	38
	Section 1.06.	Divisions	38
	Section 1.07.	Status of Obligations	38
	 	 	 
	ARTICLE II The Credits	39
	 	 
	Section 2.01.	Commitments	39
	Section 2.02.	Loans and Borrowings	39
	Section 2.03.	Requests for Borrowings	40
	Section 2.04.	Determination of Dollar Amounts	40
	Section 2.05.	Swingline Loans	40
	Section 2.06.	Letters of Credit	42
	Section 2.07.	Funding of Borrowings	48
	Section 2.08.	Interest Elections	49
	Section 2.09.	Termination and Reduction of Commitments	50
	Section 2.10.	Repayment; Evidence of Debt	51
	Section 2.11.	Prepayment of Loans	52
	Section 2.12.	Fees	53
	Section 2.13.	Interest	54
	Section 2.14.	Alternate Rate of Interest	54
	Section 2.15.	Increased Costs	56
	Section 2.16.	Break Funding Payments	57
	Section 2.17.	Taxes	57
	Section 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	61
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	63
	Section 2.20.	Expansion Option	63
	Section 2.21.	Extension of Maturity Date	65
	Section 2.22.	Judgment Currency	67
	Section 2.23.	Designation of Subsidiary Borrowers	67
	Section 2.24.	Defaulting Lenders	68
	Section 2.25.	Domestic Subsidiary Guarantors	69
	 	 	 
	ARTICLE III Representations and Warranties	70
	 	 
	Section 3.01.	Existence; Qualification and Powers	70
	Section 3.02.	Authorization; No Contravention	70
	Section 3.03.	Governmental Authorization; Other Consents	70
	Section 3.04.	Binding Effect	71
	Section 3.05.	Financial Statements; No Material Adverse Effect	71



 






     


     


    

 


Table Of Contents


(continued)


 


Page


 


	Section 3.06.	Litigation	71
	Section 3.07.	No Default	71
	Section 3.08.	Ownership of Property; Liens	71
	Section 3.09.	Environmental Compliance	72
	Section 3.10.	Insurance	72
	Section 3.11.	Taxes	72
	Section 3.12.	ERISA Compliance	72
	Section 3.13.	Subsidiaries; Equity Interests	73
	Section 3.14.	Margin Regulations; Investment Company Act	73
	Section 3.15.	Disclosure	73
	Section 3.16.	Compliance with Laws	73
	Section 3.17.	Intellectual Property; Licenses, Etc	73
	Section 3.18.	Senior Note Documents	74
	Section 3.19.	Material Domestic Subsidiaries	74
	Section 3.20.	Representations as to Foreign Loan Parties	74
	Section 3.21.	Dutch Companies	75
	Section 3.22.	Anti-Corruption Laws and Sanctions	75
	Section 3.23.	Plan Assets; Prohibited Transactions ERROR! BOOKMARK NOT DEFINED.	75
	 	 	 
	ARTICLE IV Conditions	76
	 	 
	Section 4.01.	Effective Date	76
	Section 4.02.	Each Credit Event	77
	Section 4.03.	Designation of a Subsidiary Borrower	77
	 	 	 
	ARTICLE V Affirmative Covenants	78
	 	 
	Section 5.01.	Financial Statements	78
	Section 5.02.	Certificates; Other Information	79
	Section 5.03.	Notices	81
	Section 5.04.	Payment of Obligations	82
	Section 5.05.	Preservation of Existence, Etc	82
	Section 5.06.	Maintenance of Properties	82
	Section 5.07.	Maintenance of Insurance	82
	Section 5.08.	Compliance with Laws	82
	Section 5.09.	Books and Records	83
	Section 5.10.	Inspection Rights	83
	Section 5.11.	Use of Proceeds	83
	Section 5.12.	Approvals and Authorizations	83
	Section 5.13.	Amendments to Governing Documents	83
	Section 5.14.	Additional Domestic Subsidiary Guarantors	84
	Section 5.15.	Further Assurances	84
	 	 	 
	ARTICLE VI Negative Covenants	84
	 	 
	Section 6.01.	Liens	85
	Section 6.02.	Investments	87
	Section 6.03.	Indebtedness	88



 






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Table Of Contents


(continued)



 


Page


 


	Section 6.04.	Fundamental Changes; Permitted Acquisitions	89
	Section 6.05.	Dispositions	90
	Section 6.06.	Restricted Payments	91
	Section 6.07.	Change in Nature of Business	91
	Section 6.08.	Transactions with Affiliates	91
	Section 6.09.	Burdensome Agreements	92
	Section 6.10.	Use of Proceeds	93
	Section 6.11.	[Reserved]	93
	Section 6.12.	Senior Note Documents	93
	Section 6.13.	Financial Covenants	93
	 	 	 
	ARTICLE VII Events of Default	94
	 	 
	ARTICLE VIII The Administrative Agent	96
	 	 
	Section 8.01.	Authorization and Action	96
	Section 8.02.	Administrative Agent’s Reliance, Indemnification, Etc	99
	Section 8.03.	Posting of Communications	100
	Section 8.04.	The Administrative Agent Individually	101
	Section 8.05.	Successor Administrative Agent	101
	Section 8.06.	Acknowledgments of Lenders and Issuing Banks	102
	Section 8.07.	Certain ERISA Matters	102
	 	 	 
	ARTICLE IX Miscellaneous	104
	 	 
	Section 9.01.	Notices	104
	Section 9.02.	Waivers; Amendments	105
	Section 9.03.	Expenses; Indemnity; Damage Waiver	107
	Section 9.04.	Successors and Assigns	108
	Section 9.05.	Survival	112
	Section 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	112
	Section 9.07.	Severability	113
	Section 9.08.	Right of Setoff	113
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	113
	Section 9.10.	WAIVER OF JURY TRIAL	114
	Section 9.11.	Headings	115
	Section 9.12.	Confidentiality	115
	Section 9.13.	USA PATRIOT Act	116
	Section 9.14.	Releases of Subsidiary Guarantors	116
	Section 9.15.	Interest Rate Limitation	116
	Section 9.16.	No Advisory or Fiduciary Responsibility	117
	Section 9.17.	Attorney Representation	117
	Section 9.18.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	117
	Section 9.19.	Acknowledgment Regarding Any Supported QFCs	118


 









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Table Of Contents


(continued)



 


Page


 


SCHEDULES:


 


	Schedule 2.01	 	– Commitments
	Schedule 2.02	 	– Letter of Credit Commitments
	Schedule 2.06	 	– Existing Letters of Credit
	Schedule 3.06	 	– Litigation
	Schedule 3.12(c)(i)	 	– ERISA Events
	Schedule 3.13	 	– Subsidiaries
	Schedule 3.19	 	– Material Domestic Subsidiaries
	Schedule 6.01	 	– Existing Liens
	Schedule 6.02	 	– Existing Investments
	Schedule 6.03	 	– Existing Indebtedness
	Schedule 9.04	 	– Disqualified Competitors




 


EXHIBITS:


 


	Exhibit A	 	– Form of Assignment and Assumption
	Exhibit B-1	 	– Form of Opinion of the Loan Parties’ U.S. Counsel
	Exhibit B-2	 	– Form of Opinion of the Loan Parties’ Dutch Counsel
	Exhibit C	 	– Form of Increasing Lender Supplement
	Exhibit D	 	– Form of Augmenting Lender Supplement
	Exhibit E	 	– List of Closing Documents
	Exhibit F-1	 	– Form of Borrowing Subsidiary Agreement
	Exhibit F-2	 	– Form of Borrowing Subsidiary Termination
	Exhibit G	 	– Form of Guaranty
	Exhibit H-1	 	– Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit H-2	 	– Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit H-3	 	– Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit H-4	 	– Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit I-1	 	– Form of Borrowing Request
	Exhibit I-2	 	– Form of Interest Election Request
	Exhibit J	 	– Form of Note
	Exhibit K	 	– Form of Compliance Certificate




 









    5


     


    

 



 


AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) dated as of April 24, 2020 among WATTS WATER TECHNOLOGIES, INC., the other
SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent, BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION and TD BANK,
N.A., as Co-Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION and U.S.
BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.


 


WHEREAS, the Company,
the Subsidiary Borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder,
are currently party to the Credit Agreement, dated as of February 12, 2016 (as amended by Amendment No. 1 to the Credit Agreement
dated December 28, 2018 and as further amended, supplemented or otherwise modified prior to the Effective Date, the “Existing
Credit Agreement”);


 


WHEREAS, the Company,
the Subsidiary Borrowers party hereto, the Lenders party hereto and the Administrative Agent have (a) entered into this Agreement
in order to: (i) amend and restate the Existing Credit Agreement in its entirety; (ii) extend the applicable maturity date in respect
of the existing revolving credit facility under the Existing Credit Agreement; (iii) re-evidence the “Obligations”
under, and as defined in, the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement;
and (iv) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial
accommodations to or for the benefit of the Borrowers and (b) agreed that each Departing Lender shall cease to be a party to the
Existing Credit Agreement as more specifically set forth in Section 1.08 of this Agreement;


 


WHEREAS, it is the intent
of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the
Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this
Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the
Borrowers outstanding thereunder, which shall be payable in accordance with the terms hereof; and


 


WHEREAS, it is also the
intent of the Borrowers to confirm that all obligations under the applicable “Loan Documents” (as referred to and defined
in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred
to and defined herein) and that, from and after the Effective Date, all references to the “Credit Agreement” contained
in any such existing “Loan Documents” shall be deemed to refer to this Agreement.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein, the parties hereto agree that the Existing Credit Agreement is hereby
amended and restated as follows:


 






     


     


    

 


ARTICLE
I



Definitions


 


Section
1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“2010 Senior
Note Documents” means, collectively, the 2010 Senior Notes, the 2010 Senior Note Purchase Agreement and, in each case,
any other documents executed in connection therewith, together with any permitted amendments, supplements or modifications thereto.


 


“2010 Senior
Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of June 18, 2010, pursuant to which the
Company issued the 2010 Senior Notes, together with any permitted amendments, supplements or modifications thereto.


 


“2010 Senior
Notes” means the Company’s 5.05% Senior Notes due June 18, 2020.


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.


 


“Acquisition”
means the acquisition, by purchase, merger or otherwise, of all or substantially all of the assets (or any part of the assets constituting
all or substantially all of a business or line of business) of any Person, whether such acquisition is direct or indirect, including
through the acquisition of the business of, or more than 50% of the outstanding Voting Stock of, such Person, and whether such
acquisition is effected in a single transaction or in a series of related transactions, and the acquisition, by purchase, merger
or otherwise, of additional shares of the outstanding Voting Stock of any Subsidiary that is not then a wholly-owned Subsidiary
of the Company; provided, that an Investment permitted under Section 6.02(g) shall not constitute an Acquisition.


 


“Adjusted LIBO
Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period or for any ABR Borrowing based on the
Adjusted LIBO Rate, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent
for the Lenders hereunder.


 


“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.


 






    2


     


    

 


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


 


“Agreed Currencies”
means (i) Dollars, (ii) Euro and (iii) any other currency (x) that is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars, (y) for which a LIBOR Screen Rate is available in the Administrative
Agent’s determination and (z) that is agreed to by the Administrative Agent and each of the Lenders.


 


“Alternate
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 FRBNY Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month
Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBOR Screen
Rate (or if the LIBOR Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at
approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in
the Alternate Base Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate shall be effective from
and including the effective date of such change in the Prime Rate, the FRBNY Rate or the Adjusted LIBO Rate, respectively. If
the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt,
only until any amendment has become effective pursuant to Section 2.14(c)), then the Alternate 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 Alternate Base Rate shall be less than 2.00% per annum, such rate shall be deemed to be 2.00% per annum for purposes of
this Agreement.


 


“Alternative
Rate” has the meaning assigned to such term in Section 2.14(a).


 


“Anti-Corruption
Laws” means, at any time, all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries
at such time concerning or relating to bribery or corruption.


 


“Applicable
Foreign Loan Party Documents” has the meaning specified in Section 3.20(a).


 


“Applicable
Percentage” means, with respect to any Lender, the percentage equal to a fraction the numerator of which is such Lender’s
Commitment and the denominator of which is the aggregate Commitments of all Lenders (if the Commitments have terminated or expired,
such Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments);
provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage” shall
mean the percentage of the aggregate Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s
Commitment.


 






    3


     


    

 


“Applicable
Rate” means, for any day, with respect to any Eurocurrency Loan, any ABR Loan, or with respect to the facility fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurocurrency Spread”,
 “ABR Spread” or “Facility Fee Rate”, as the case may be, based upon the Consolidated Leverage Ratio applicable
on such date:


 


	 	Consolidated

 Leverage Ratio:	
        Eurocurrency

 Spread

         
	ABR Spread	Facility Fee 

Rate
	
        Category 1:

         
	< 1.00 to 1.00	1.50%	0.50%	0.25%
	Category 2:	> 1.00 to 1.00 but

 < 2.00 to 1.00	1.70%	0.70%	0.30%
	Category 3:	> 2.00 to 1.00 but 

 < 3.00 to 1.00	1.90%	0.90%	0.35%
	
        Category 4:

         
	> 3.00 to 1.00	2.10%	1.10%	0.40%


 


 


For purposes of the
foregoing,


 


(i) if at
any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Category
4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending
on the date which is three (3) Business Days after the Financials are actually delivered, after which the Category shall be
determined in accordance with the table above as applicable;


 


(ii) adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received
the applicable Financials (it being understood and agreed that each change in Category 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);
and


 


(iii) notwithstanding
the foregoing, Category 1 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials
for the Company’s first full fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Category
2, 3 or 4 should have been applicable during such period, in which case such other Category shall be deemed to be applicable during
such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.


 


“Approved Electronic
Platform” has the meaning assigned to it in Section 8.03(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative
Agent.


 






    4


     


    

 


“Attributable
Indebtedness” means, on any date, (a) in respect of any capital 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 capital lease, and
(c) in respect of any Permitted Receivables Purchase Facility, the amount of obligations outstanding under such Permitted Receivables
Purchase Facility that would be characterized as principal if such facility were structured as a secured lending transaction rather
than as a purchase, whether such obligations constitute on-balance sheet Indebtedness or an off-balance sheet liability.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended
December 31, 2019, 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.


 


“Augmenting
Lender” has the meaning assigned to such term in Section 2.20.


 


“Auto-Extension
Letter of Credit” has the meaning assigned to such term in Section 2.06(c)(B).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Commitments.


 


“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).


 


“Banking Services”
means each and any of the following bank services provided to the Company or any Subsidiary by any Lender or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored
value cards, (c) merchant processing services and (d) treasury management services (including, without limitation, controlled
disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate
depository network services).


 


“Banking Services
Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking Services.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.


 






    5


     


    

 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not
result in or provide such Person 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 Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark Replacement”
means, for any Agreed Currency, the sum of: (a) the alternate benchmark rate for such Agreed Currency (which, in the case of Dollars
may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Company giving due consideration to (i) any
selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body
and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBO Rate
for syndicated credit facilities denominated in such Agreed Currency and (b) the Benchmark Replacement Adjustment; provided that,
if the Benchmark Replacement as so determined would be less than 1.00% per annum, the Benchmark Replacement will be deemed to be
1.00% per annum for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively
feasible as determined by the Administrative Agent in its sole discretion.


 


“Benchmark Replacement
Adjustment” means, with respect to any Agreed Currency, the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent
and the Company giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the LIBO Rate for such Agreed Currency with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body 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 the LIBO Rate for
such Agreed Currency with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in such
Agreed Currency at such time.


 






    6


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(3) a public statement
or publication of information by the regulatory supervisor for the administrator of such LIBOR Screen Rate announcing that such
LIBOR Screen Rate is no longer representative.


 






    7


     


    

 


“Benchmark
Transition Start Date” means with respect to any Agreed Currency, (a) in the case of a Benchmark Transition Event,
the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public
statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of
such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days
after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in
Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Company,
the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.


 


“Benchmark Unavailability
Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to the LIBO Rate for any Agreed Currency and solely to the extent that such LIBO Rate has not been replaced with a Benchmark Replacement,
the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced such LIBO Rate for all purposes hereunder in accordance with Section 2.14 and (y) ending at the time that a Benchmark
Replacement has replaced such LIBO Rate for all purposes hereunder pursuant to Section 2.14.


 


“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.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a
 “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for
purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets
of any such “employee benefit plan” or “plan”.


 


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


 


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


 


“Borrower”
means the Company or any Subsidiary Borrower.


 


“Borrower Materials”
has the meaning specified in Section 5.02.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect or (b) a Swingline Loan.


 


“Borrowing Request”
means a request by any Borrower for a Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit I-1
or any other form approved by the Administrative Agent.


 






    8


     


    

 


“Borrowing Subsidiary
Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.


 


“Borrowing Subsidiary
Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit F-2.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market
or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of
a borrowing, drawing, payment, reimbursement or rate selection are denominated in Euro, the term “Business Day”
shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in Euro).


 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by
the United States or Canadian federal government or (ii) issued by any agency of the United States or Canadian federal government
the obligations of which are fully backed by the full faith and credit of the United States or Canadian federal government, as
applicable, (b) any readily-marketable direct obligations issued by any other agency of the United States or Canadian federal government,
any state of the United States, province of Canada, or any political subdivision of any such state or province or any public instrumentality
thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s,
(c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person
organized under the laws of any state of the United States or province of Canada, (d) any Dollar-denominated time deposit,
insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or
(ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District
of Columbia, or Canada or any province thereof, (B) “adequately capitalized” (as defined in the regulations of
its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and
(e) shares of any United States or Canadian money market fund that (i) has substantially all of its assets invested continuously
in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below,
(ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest
rating obtainable for money market funds in the United States or Canada; provided, however, that the maturities of
all obligations specified in any of clauses (a), (b), (c) and (d) above shall not exceed 365 days.


 


“CFC”
means a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“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) (other than the Horne Parties) 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, whether such right
is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly,
of equity securities of the Company representing 35% or more of the aggregate voting power with respect to elections of members
of the board of directors or equivalent governing body 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);


 






    9


     


    

 


(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; or


 


(c) except for directors'
qualifying shares in jurisdictions where such qualifying shares are required, the Company shall fail to own directly or indirectly,
one hundred percent (100%) of the Equity Interests of each Subsidiary Borrower.


 


“Change in Law”
means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender
becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by
any Governmental Authority, or (c) any request, rule, guideline, requirement or directive (whether or not having the force
of law) of any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rule, guidelines, requirements and directives thereunder,
issued in connection therewith or in implementation thereof, 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, issued or implemented.


 


“Co-Documentation
Agent” means each of PNC Bank, National Association and U.S. Bank National Association, in its capacity as a co-documentation
agent for the credit facilities evidenced by this Agreement.


 


“Co-Syndication
Agent” means each of Bank of America, N.A., KeyBank National Association, Wells Fargo Bank, National Association and
TD Bank, N.A. in its capacity as a co-syndication agent for the credit facilities evidenced by this Agreement.


 


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


 


“Commitment”
means, with respect to each Lender, the commitment, if any, to make Revolving Loans and to acquire participations in Letters of
Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit
Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased
from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the applicable documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code)
as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment pursuant to the terms hereof,
as applicable. The initial aggregate amount of the Lenders’ Commitments is $800,000,000.


 


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


 


“Communications”
has the meaning assigned to it in Section 8.03(c).


 






    10


     


    

 


“Company”
means Watts Water Technologies, Inc., a Delaware corporation.


 


“Compounded
SOFR” means, solely with respect to a Benchmark Replacement for the LIBO Rate for Dollars, the compounded average of
SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which
may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable
prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:


 


		(1)	the rate, or methodology for this rate, and conventions for this rate selected or recommended by
the Relevant Governmental Body for determining compounded SOFR; provided that:



 


		(2)	if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be
determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that
the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing
market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time;



 


provided, further,
that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1)
or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined
for purposes of the definition of “Benchmark Replacement.”


 


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


 


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


 


“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense of such Person, including, without duplication, the amortization of deferred financing fees or costs for
such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis (or, as the context may require,
for any Subsidiary or the Company and its Domestic Subsidiaries on a consolidated basis), an amount equal to Consolidated Net Income
for such period:


 


(a)              
increased by, in each case, to the extent deducted in the determination of Consolidated Net
Income for such period (without duplication, and as determined in accordance with GAAP to the extent applicable): 


 


(i)                
Consolidated Total Interest Expense for such period, plus


 


(ii)             
the provision for Federal, state, local and foreign income taxes payable by the Company and
its Subsidiaries for such period, plus


 


(iii)           
Consolidated Depreciation and Amortization Expense, plus


 






    11


     


    

 


(iv)            
the amount of any restructuring charge or reserve deducted in such period in computing Consolidated
Net Income, including any one-time costs incurred in connection with (A) Permitted Acquisitions after the Effective Date or (B)
severance and the consolidation or closing of any facilities after the Effective Date (provided that the aggregate amount
permitted to be added back pursuant to this clause (iv) shall not exceed $20,000,000 for any such period), plus


 


(v)               any
other non-cash expenses or charges including any write offs or write downs reducing such Consolidated Net Income for such
period that are not expected to result in cash payments in a future period (provided that if any such non-cash
expenses or charges represent an accrual or reserve for potential cash items in any future period or otherwise result in a
cash payment, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such
extent, and excluding amortization of a prepaid cash item that was paid in a prior period), plus


 


(vi)            
unusual, extraordinary or non-recurring costs, fees, charges or expenses, plus


 


(vii)         
write-off of non-cash deferred revenue in connection with purchase accounting applied in respect
of any Permitted Acquisition (it being understood that such non-cash deferred revenue shall be recognized in such period(s) as
it would have been recognized but for such Acquisition), plus


 


(viii)       
(x) expenses, charges and losses to the extent covered by indemnification or refunding provisions
in any Permitted Acquisition document or any insurance to the extent reimbursed (or reasonably expected to be reimbursed), in each
case to the extent that such indemnity, refunding or insurance coverage has not been denied and so long as such amounts are actually
reimbursed to the Company or a Subsidiary in cash within two (2) fiscal quarters after the related amount is first added to Consolidated
EBITDA pursuant to this clause (viii)(x) (and if not so reimbursed within two (2) fiscal quarters, such amount shall be deducted
from Consolidated EBITDA during the next Test Period) and (y) bonuses paid to employees in connection with Permitted Acquisitions,
plus


 


(ix)            
any loss from disposed, abandoned, transferred, closed or discontinued operations and losses
on disposal of disposed, abandoned, transferred, closed or discontinued operations;


 


(b)              
decreased by, in each case, to the extent included in the determination of Consolidated Net
Income for such period (without duplication, and as determined in accordance with GAAP to the extent applicable):


 


(i)                
interest income, plus


 


(ii)             
income tax credits (to the extent not netted from income tax expense), plus


 


(iii)           
any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside
of the ordinary course of business), plus


 






    12


     


    

 


(iv)            
any other non-cash income, which is not expected to result in cash income in a future period
(including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period,
non-cash income on sales of assets outside the ordinary course of business), all as determined on a consolidated basis, plus


 


(v)              
any income or gain from disposed, abandoned or discontinued operations and any gains on disposal
of disposed, abandoned, transferred, closed or discontinued operations; 


 


it
being understood and agreed that, when calculating Consolidated EBITDA for any period in which a Permitted Acquisition has occurred,
the calculation of Consolidated EBITDA shall be made on a Pro Forma Basis.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis,
the sum of (without duplication) (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments (excluding obligations and indebtedness incurred by Foreign Subsidiaries of the Company under and with respect to Permitted
Foreign Cash Management Arrangements), (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of
credit (excluding standby but including commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments,
(d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the
ordinary course of business), (e) Attributable Indebtedness in respect of capital leases, Synthetic Lease Obligations and Permitted
Receivables Purchase Facilities, (f) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses
(a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company or similar entity) in which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness
is expressly made non-recourse to the Company or such Subsidiary.


 


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


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date minus cash and Cash Equivalents as of such date to (b) Consolidated EBITDA for the period of the four fiscal
quarters most recently ended; provided, however, when calculating the Consolidated Leverage Ratio for any period
in which a Permitted Acquisition has occurred, the calculation of the Consolidated Leverage Ratio shall be made on a Pro Forma
Basis; provided, further, that if the amount of clause (a) above is negative, such amount shall be deemed to be zero
for purposes of calculating the Consolidated Leverage Ratio.


 


“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 for that period.


 


“Consolidated
Senior Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of
such date, minus cash and Cash Equivalents as of such date minus Subordinated Indebtedness as of such date to
(b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended; provided, however, when calculating
the Consolidated Senior Leverage Ratio for any period in which a Permitted Acquisition has occurred, the calculation of the Consolidated
Senior Leverage Ratio shall be made on a Pro Forma Basis; provided, further, that if the amount of clause (a)
above is negative, such amount shall be deemed to be zero for purposes of calculating the Consolidated Senior Leverage Ratio.


 






    13


     


    

 


“Consolidated
Total Assets” means the total assets of the Company and its Subsidiaries on a consolidated basis, determined in accordance
with GAAP.


 


“Consolidated
Total Interest Expense” means, for any period, the aggregate amount of interest required to be paid or accrued by
the Company and its Subsidiaries during such period on all Indebtedness of the Company and its Subsidiaries outstanding
during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or
capitalized, including, without duplication, payments consisting of interest in respect of any capitalized leases, Synthetic
Lease Obligations and Permitted Receivables Purchase Facilities, and including commitment fees, agency fees, facility fees,
utilization fees, balance deficiency fees, bank fees and costs owed with respect to letters of credit, bankers acceptances
and surety bonds, and similar fees or expenses in connection with the borrowing of money.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


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


 


“Corresponding
Tenor” with respect to a Benchmark Replacement for the LIBO Rate for Dollars means a tenor (including overnight) having
approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period
with respect to the LIBO Rate for Dollars.


 


“Covered Entity”
means any of the following:


 


(i)                
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)             
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or


 


(iii)           
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 9.19.


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal Dollar Amount of such Lender’s Revolving
Loans and its LC Exposure and Swingline Exposure at such time.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.


 






    14


     


    

 


“CRR”
means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012.


 


“Debtor Relief
Laws” means the Bankruptcy Code, 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 which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


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


 


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded
or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline
Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has
not been satisfied, (b) has notified the Company or any Credit Party in writing, or has made a public statement to the effect,
that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally
under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender
that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory
to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event, or (e) has, or has a Lender Parent that
has, become the subject of a Bail-in Action.


 


“Departing Lenders”
means each “Non-Consenting Lender” under and as defined in the Existing Credit Agreement with respect to the amendment
and restatement of the Existing Credit Agreement evidenced hereby.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series
of transactions and whether effected pursuant to a division or otherwise) (including any sale and leaseback transaction) of any
property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts
receivable or any rights and claims associated therewith.


 


“Disqualified
Institution” means (a) Persons that are reasonably determined by the Company to be competitors of the Company or its
Subsidiaries and which have been specifically identified by the Company as of the Effective Date on Schedule 9.04, as such
Schedule may be modified from time to time by the Company with the prior written consent (not to be unreasonably withheld or delayed)
of the Administrative Agent (“Disqualified Competitors”) and (b) any of such Disqualified Competitors’
Affiliates to the extent such Affiliates (x) are clearly identifiable as affiliates of Disqualified Competitors on the basis of
such Affiliates’ names and (y) are not bona fide debt investment funds that are Affiliates of Disqualified Competitors.


 






    15


     


    

 


“Dollar
Amount” 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 a Foreign Currency, the equivalent of such amount in Dollars determined by
using the rate of exchange for the purchase of Dollars with the Foreign Currency last provided (either by publication or
otherwise provided to the Administrative Agent) by the applicable Thomson Reuters Corp., Refinitiv, or any successor thereto
(“Reuters”) source 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 Foreign 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, after consultation with the Company, 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, after consultation with the Company, using any method of
determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the
equivalent of such amount in Dollars as determined by the Administrative Agent, after consultation with the Company, using
any method of determination it deems appropriate in its sole discretion.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic Loan
Parties” means, collectively (a) the Company, (b) each Domestic Subsidiary Borrower and (c) each Domestic Subsidiary
Guarantor.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 


“Domestic Subsidiary
Borrower” means any Subsidiary Borrower that is a Domestic Subsidiary of the Company.


 


“Domestic Subsidiary
Guarantor” means (a) all of the Company’s Material Domestic Subsidiaries party to the Guaranty Agreement and (b)
all other Subsidiaries of the Company which become Domestic Subsidiary Guarantors in accordance with Section 5.14(b).


 


“Dutch Borrower”
means (a) the Initial Dutch Borrower and (b) any other Eligible Subsidiary organized under the laws of The Netherlands.


 


“Dutch Non-Public
Lender” means (i) until the publication of an interpretation of “public” as referred to in the CRR by the
competent authority or authorities: an entity which (x) assumes existing rights and/or obligations vis-à-vis a Dutch Borrower,
the value of which is at least EUR 100,000 (or its equivalent in another currency), (y) provides repayable funds for an initial
amount of at least EUR 100,000 (or its equivalent in another currency) or (z) otherwise qualifies as not forming part of the
public, and (ii) as soon as the interpretation of the term “public” as referred to in the CRR has been published by
the relevant authority or authorities: an entity which is not considered to form part of the public on the basis of such interpretation.


 


“Early Opt-in
Election” means, for any Agreed Currency, the occurrence of:


 


(1) (i) a determination
by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Company)
that the Required Lenders have determined that syndicated credit facilities denominated in such Agreed Currency being executed
at such time, or that include language similar to that contained in Section 2.14 are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Agreed Currency, and


 






    16


     


    

 


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


 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“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.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt
Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by
the Administrative Agent and any of its respective Related Parties or any other Person, providing for access to data protected
by passcodes or other security system.


 


“Eligible Subsidiary”
means any Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders, such approval not
to be unreasonably withheld or delayed.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


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


 






    17


     


    

 


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


 


“Equivalent
Amount” of any currency with respect to any amount of Dollars at any date means the equivalent in such currency of such
amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the
date on or as of which such amount is to be determined.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan; (d) with respect to any Pension
Plan or Multiemployer Plan, as applicable, the filing of a notice of intent to terminate, or the treatment of a plan amendment
as a termination, under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;
(f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of
a trustee to administer, any Pension Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.


 


“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.


 


“Euro”
and/or “EUR” means the single currency of the Participating Member States.


 


“Eurocurrency”,
when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Eurocurrency
Payment Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent
bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and
each Lender.


 






    18


     


    

 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Exchange Rate”
means, for any Foreign Currency, the rate of exchange therefor as described in clause (b) of the definition of “Dollar Amount”.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that,
all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure,
such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any
thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such
Loan Party or the grant of such security interest becomes effective with respect to such Specified Swap Obligation. If a
Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to
the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is
or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant
to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other
than pursuant to an assignment request by any Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender
immediately before it changed its lending office, (c) Taxes assessed on a Recipient under the laws of The Netherlands, if and to
the extent such Tax becomes payable as a result of such Recipient having a substantial interest (aanmerkelijk belang) as defined
in the Dutch Income Tax Act (Wet inkomstenbelasting 2001) in a Dutch Borrower, (d) as of January 1, 2021, any Taxes withheld or
deducted pursuant to the Dutch Withholding Tax Act (Wet bronbelasting 2021), (e) Taxes attributable to such Recipient’s failure
to comply with Section 2.17(f) and (f) any U.S. Federal withholding Taxes imposed under FATCA.


 


“Existing Credit
Agreement” is defined in the recitals to this Agreement.


 


“Existing Letters
of Credit” is defined in Section 2.06(a).


 


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


 


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the FRBNY based on such day’s federal funds transactions
by depository institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York’s
Website from time to time, and published on the next succeeding Business Day by the FRBNY as the federal funds effective rate.
For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 






    19


     


    

 


“Federal Reserve
Bank of New York’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source.


 


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


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Company and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“Foreign Currencies”
means Agreed Currencies other than Dollars.


 


“Foreign Currency
LC Exposure” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount
of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC
Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.


 


“Foreign Currency
Letter of Credit” means a Letter of Credit denominated in a Foreign Currency.


 


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


 


“Foreign Loan
Parties” means the Foreign Subsidiary Borrowers.


 


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


 


“Foreign Subsidiary
Borrower” means any Subsidiary Borrower which is a Foreign Subsidiary.


 


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


 


“FRBNY
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 both such rates are not so published for any day that is a Business Day, the term “FRBNY Rate”
means the rate quoted for such day 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 shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“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.


 






    20


     


    

 


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


 


“Guarantee”
means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash
flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien
on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if
not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Guaranty”
means the Guaranty Agreement and any other guaranty executed by any Domestic Subsidiary Borrower or any Subsidiary Guarantor
in favor of the Administrative Agent, on behalf of itself and the Lenders, in respect of the Obligations.



 


“Guaranty Agreement”
means that certain Amended and Restated Guaranty dated as of the Effective Date in the form of Exhibit G (including
any and all supplements thereto) and executed by each Loan Party party thereto, as amended, restated, supplemented or otherwise
modified from time to time.


 


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


 


“Horne Parties”
means (i) Timothy P. Horne, (ii) any individual related by blood, marriage or adoption to Timothy P. Horne and (iii) the Horne
Voting Trust and any other trust that holds shares for the primary benefit of one or more of the individuals described in the foregoing
clauses (i) and (ii).


 


“Horne Voting
Trust” means the trust established by the Amended and Restated George B. Horne Voting Trust Agreement – 1997,
dated as of September 14, 1999.


 






    21


     


    

 


“IBA”
has the meaning assigned to such term in Section 1.05.


 


“Impacted Interest
Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Increasing
Lender” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.20.


 


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
means, as to any Person at a particular time, 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) all direct or contingent
obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments;


 


(c) net obligations of
such Person under any Swap Contract;


 


(d) all obligations of
such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course
of business);


 


(e) indebtedness (excluding
prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;


 


(f) Attributable Indebtedness
in respect of capital leases (including in connection with any sale and leaseback transaction), Synthetic Lease Obligations and
Permitted Receivables Purchase Facilities;


 


(g) all obligations of
such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person
or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and


 


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


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company or similar legal entity) in which such Person is a general partner or a joint
venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. Notwithstanding the foregoing provisions,
obligations and indebtedness incurred by Foreign Subsidiaries of the Company under and with respect to Permitted Foreign Cash Management
Arrangements shall not constitute Indebtedness.


 






    22


     


    

 


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


 


“Ineligible
Institution” has the meaning assigned to such term in Section 9.04(b).


 


“Initial Dutch
Borrower” means Watts EMEA Holding B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid)
under Dutch law and as registered with the trade register of the Dutch Chamber of Commerce under number 59437308


 


“Interest Election
Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08
in the form attached hereto as Exhibit I-2.


 


“Interest Payment
Date” means (a) with respect to any ABR 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 Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency 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 (c) 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 Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months thereafter (or to the extent available and consented
to by each applicable Lender, twelve months), as the applicable Borrower (or the Company on behalf of the applicable Borrower)
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, in the case of a Eurocurrency Borrowing only, 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 and (ii) any Interest Period pertaining to a Eurocurrency Borrowing 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. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation
of such Borrowing.


 






    23


     


    

 


“Internal Control
Event” means a material weakness in, or fraud that involves management or other employees who have a significant role
in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination
shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis
between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency)
that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen
Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time; provided,
that if any Interpolated Rate as so determined would be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum
for purposes of this Agreement.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but
giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with
respect thereto (but only to the extent that the aggregate amount of such returns, distributions and repayments with respect to
such Investment does not exceed the principal amount of such Investment).


 


“IP Rights”
has the meaning specified in Section 3.17.


 






    24


     


    

 



 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“Issuing Bank”
means each of (i) JPMorgan Chase Bank, N.A., (ii) Bank of America, N.A., (iii) KeyBank National Association, (iv) Wells Fargo Bank,
National Association and (v) TD Bank, N.A., each in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank”
in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect
thereto.


 


“Joint Lead
Arrangers” means (i) JPMorgan Chase Bank, N.A., (ii) BofA Securities, Inc., (iii) KeyBanc Capital Markets Inc., (iv)
Wells Fargo Securities, LLC and (v) TD Securities (USA) LLC.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus
(b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Company at
such time. 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 3.13 or 3.14 of the ISP or Article 29(a) of the Uniform
Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof
as may be in effect at the applicable time), International Chamber of Commerce Publication No. 590 (or such later version thereof
as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been
presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn”
in the amount so remaining available to be drawn, and the obligations of the Company and each Lender shall remain in full force
and effect until the Issuing Banks and the Lenders shall have no further obligations to make any payments or disbursements under
any circumstances with respect to any Letter of Credit. The LC Exposure of any Lender at any time shall be its Applicable Percentage
of the total LC Exposure at such time.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant
to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.
For the avoidance of doubt, the term “Lenders” excludes the Departing Lenders.


 






    25


     


    

 


“Letter of Credit”
means any letter of credit issued (or, in the case of the Existing Letters of Credit, deemed to be issued) pursuant to this Agreement.


 


“Letter of Credit
Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit
hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Schedule 2.02, or if
an Issuing Bank has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the
Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the
Administrative Agent. The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between
such Issuing Bank and the Company and notified to the Administrative Agent.


 


“LIBO Rate”
means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any Interest Period, the LIBOR Screen
Rate at approximately 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period; provided
that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”)
with respect to the applicable Agreed Currency and Interest Period, then the LIBO Rate shall be the Interpolated Rate; provided,
further, that, if any Interpolated Rate shall be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum
for purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO
Rate” shall be subject to Section 2.14.


 


“LIBOR Screen
Rate” means, for any date and time, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and
for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other
Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest
Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the
event such rate does not appear on either of such Reuters pages or screens, 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 shall be selected
by the Administrative Agent from time to time in its reasonable discretion; provided that, if the LIBOR Screen Rate shall
be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for purposes of this Agreement;


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing), but
not including the interest of a lessor under an operating lease or the interest of a purchaser of Permitted Receivables under any
Permitted Receivables Purchase Facility.


 


“Loan
Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, the
Guaranty, any promissory notes issued pursuant to Section 2.10(e), any Letter of Credit applications (and, with respect
to any Letter of Credit, any other document, agreement and instrument entered into by any Issuing Bank and the Company or in
favor of such Issuing Bank and relating to any such Letter of Credit), any agreements between the Company and any Issuing
Bank regarding such Issuing Bank’s Letter of Credit Commitment and any agreement creating or perfecting rights in cash
collateral pursuant to the provisions of Section 2.06(j), Section 2.11(b) and Section 2.24(c).


 






    26


     


    

 


“Loan Parties”
means, collectively, each Domestic Loan Party and each Foreign Loan Party.


 


“Loans”
means the loans made by the Lenders to the Borrowers or re-evidenced pursuant to this Agreement.


 


“Local Time”
means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local
time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local
time shall mean London, England time unless otherwise notified by the Administrative Agent).


 


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


 


“Material Domestic
Subsidiary” means any Domestic Subsidiary of the Company listed on Schedule 3.19 or the most recent supplement
thereto delivered in accordance with Section 5.02(f) or Section 6.04(c)(iv), as applicable.


 


“Maturity Date”
means February 12, 2022 subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.21.


 


“Maximum Incremental
Amount” means the sum of (i) $200,000,000 plus (ii) additional amounts, so long as (A) in the case of this clause
(ii), after giving effect on a pro forma basis to the increase in the Commitments and/or the entrance into a tranche of Incremental
Term Loans, the Consolidated Senior Leverage Ratio is less than or equal to 2.00 to 1.00 (which calculation shall assume that all
such Indebtedness is fully drawn) and (B) the aggregate amount of all increases in the Commitments and all Incremental Term Loans
does not exceed $500,000,000.


 


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


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated
to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including a Borrower or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Non-Extension
Notice Date” has the meaning assigned to such term in Section 2.06(c)(B).


 






    27


     


    

 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders,
the Administrative Agent, the Issuing Banks or any indemnified party, individually or collectively, existing on the Effective
Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this
Agreement or any of the other Loan Documents or to the Lenders or any of their Affiliates under any Swap Contract or any
Banking Services Agreement or in respect of any of the Loans made or reimbursement or other obligations incurred or any of
the Letters of Credit or other instruments at any time evidencing any thereof; provided that the definition of
 “Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by
any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any
obligations of any Loan Party.


 


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


 


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


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the
FRBNY as set forth on the Federal Reserve Bank of New York’s Website from time to time) and published on the next succeeding
Business Day by the FRBNY as an overnight bank funding rate.


 


“Overnight
Foreign Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as
determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due
remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative
Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative
Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above
and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts,
duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant
correspondent bank in respect of such amount in such relevant currency.


 






    28


     


    

 


“Participant”
has the meaning assigned to such term in Section 9.04(d).


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(d).


 


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


 


“Patriot Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of
ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is (a) maintained
or is contributed to by the Company or any ERISA Affiliate and (b) is either covered by Title IV of ERISA or is subject to the
minimum funding standards under Section 412 of the Code or Section 302 of ERISA.


 


“Permitted Acquisition”
has the meaning specified in Section 6.04(c).


 


“Permitted Foreign
Cash Management Arrangements” means cash pooling arrangements, bank overdraft facilities and similar treasury management
arrangements maintained by Foreign Subsidiaries of the Company with banking, deposit and financial institutions.


 


“Permitted Receivables”
means all obligations of any obligor (whether now existing or hereafter arising) under a contract for sale of goods or services
by any Loan Party or other Subsidiary of the Company, which shall include any obligation of such obligor (whether now existing
or hereafter arising) to pay interest, finance charges or amounts with respect thereto, and, with respect to any of the foregoing
receivables or obligations, (a) all of the interest of the Company or any of its Subsidiaries in the goods (including returned
goods) the sale of which gave rise to such receivable or obligation after the passage of title thereto to any obligor, (b) all
other Liens and property subject thereto from time to time purporting to secure payment of such receivables or obligations, and
(c) all guarantees, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting
or securing payment of any such receivables or obligations.


 


“Permitted
Receivables Purchase Facility” means any agreement of any Loan Party or other Subsidiary of the Company providing
for sales, transfers or conveyances of Permitted Receivables purporting to be sales (and considered sales under GAAP) that do
not provide, directly or indirectly, for recourse against the seller of such Permitted Receivables (or against any of such
seller’s Affiliates (other than the Receivables Subsidiary)) by way of a guaranty or any other support arrangement,
with respect to the amount of such Permitted Receivables (based on the financial condition or circumstances of the obligor
thereunder), other than such limited recourse as is reasonable given market standards for transactions of a similar type,
taking into account such factors as historical bad debt loss experience and obligor concentration levels.


 






    29


     


    

 


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


 


“Plan”
means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA established or maintained by the Company or,
with respect to any such plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA (including a Pension
Plan), established or maintained for employees of the Company or any ERISA Affiliate or (b) any such plan to which the Company
is required to contribute on behalf of any of its employees, in each case, excluding any Multiemployer Plan.


 


“Plan Asset
Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as
amended from time to time.


 


“Pounds Sterling”
means the lawful currency of the United Kingdom.


 


“Prime Rate”
means 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 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 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.


 


“Pro Forma Basis”
means, with respect to any proposed Permitted Acquisition, the Consolidated Funded Indebtedness and Consolidated EBITDA for each
of the four fiscal quarters immediately preceding such Permitted Acquisition being calculated with reference to the audited historical
financial statements of the Person so acquired together with any interim financial statements of such Person so acquired prepared
since the date of the last audited financial statements and prepared in a manner consistent with past practices (or, to the extent
such Person so acquired has no audited historical financial statements, the management prepared financial statements of such Person
so acquired, with such statements to be in form and substance reasonably acceptable to the Administrative Agent), and the Company
and its Subsidiaries for the applicable Test Period after giving effect on a pro forma basis to such Permitted Acquisition (and
assuming that such Permitted Acquisition had been consummated at the beginning of such Test Period) in the manner described in
clauses (a), and (b) below; provided, however, that, in each case, in the event that either no historical financial
statements are available with respect to the Person to be acquired, the Person to be acquired is not a separate legal entity, the
Company or Subsidiary effecting the acquisition is acquiring only assets of another Person or, in the Administrative Agent's reasonable
discretion it determines the historical financial statements do not adequately reflect the financial statements of the Person or
assets to be acquired, such calculations shall be made with reference to reasonable estimates of such past performance made by
the Company based on existing data and other available information, such estimates to be reasonably acceptable to the Administrative
Agent:


 






    30


     


    

 


(a) all
Indebtedness (whether under this Agreement or otherwise) and any other balance sheet adjustments incurred or made in
connection with the Permitted Acquisition, if any, shall be deemed to have been incurred or made on the first day of the Test
Period, and all Indebtedness of the Person to be acquired in such Permitted Acquisition which was repaid concurrently with
the consummation of the Permitted Acquisition, if any, shall be deemed to have been repaid on the first day of the Test
Period concurrently with the deemed incurrence of the Indebtedness, if any, incurred in connection with the Permitted
Acquisition;


 


(b) cost
savings, operating expense reductions, operational improvements and synergies permitted to be reflected in pro forma financial
information under Rule 11-02 of Regulation S-X under the Securities Act, for such period; and


 


(c) other
cost savings, operating expense reductions and synergies, including, without limitation, those which are attributable to the change
in ownership and/or management resulting from such Permitted Acquisition, projected by the Company in good faith to be realized
as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though
such cost savings, operating expense reductions and synergies had been realized on the first day of such period and if such cost
savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Permitted
Acquisition, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies,
 “Specified Transaction Adjustments”); provided that (A) such Specified Transaction Adjustments are
reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company and are set forth in
reasonable detail in a certificate of a Responsible Officer delivered to the Administrative Agent, (B) such actions are taken,
committed to be taken or expected to be taken no later than twelve (12) months after the date of such Permitted Acquisition,
(C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise
added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to any
period and (D) the aggregate amount of any Specified Transaction Adjustments for any Test Period shall not exceed the greater of
(x) 10% of Consolidated EBITDA for such Test Period prior to giving effect to this clause (c) and (y) such other amount as may
be approved by the Administrative Agent.


 


“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 Company”
means any Person that is required to file periodic reports with the SEC pursuant to the Securities Laws (or any Person subject
to similar requirements under the laws of any other Governmental Authority).


 


“Public Lender”
has the meaning specified in Section 5.02.


 


“Purchase Price”
means, with respect to any Acquisition, the aggregate amount of consideration for such Acquisition consisting of cash, Indebtedness
directly or indirectly incurred or assumed in connection therewith (including, without limitation, Indebtedness of the Person subject
to such Acquisition if effected as an acquisition of such Person’s Equity Interests or merger of such Person with and into
the Company or any existing Subsidiary) and includes any and all payments representing the purchase price and any assumptions of
Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment
of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person
or business; provided that any such future payment that is subject to a contingency shall be considered part of the Purchase
Price only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof
by the Company.


 


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








 






    31


     


    

 


“QFC Credit
Support” has the meaning assigned to it in Section 9.189.


 


“Quotation Day”
means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling, the first day
of such Interest Period, (ii) if the currency is Euro, the day that is two (2) TARGET2 Days before the first day of such Interest
Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each
case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the
Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations
would normally be given on more than one day, then the Quotation Day will be the last of those days)).


 


“Receivables
Subsidiary” means a special purpose, bankruptcy remote wholly-owned Subsidiary of the Company which may be formed for
the sole and exclusive purpose of engaging in activities in connection with the purchase, sale and financing of Permitted Receivables
in connection with and pursuant to a Permitted Receivables Purchase Facility.


 


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


 


“Register”
has the meaning assigned to such term in Section 9.04.


 


“Registered
Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Company as prescribed
by the Securities Laws.


 


“Regulation
D” means Regulation D of the Board, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


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


 


“Relevant Governmental
Body” means (a) with respect to Dollars, the Board and/or the FRBNY, or a committee officially endorsed or convened by
the Board and/or the FRBNY or, in each case, any successor thereto and (b) with respect to any Foreign Currency, any banking authority
having similar oversight functions and authority to the Board and/or the FRBNY with respect to such Foreign Currency or a committee
officially endorsed or convened by such banking authority or, in each case, any successor thereto.


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived by regulation as in effect on the relevant date.


 


“Required
Lenders” means, at any time, subject to Section 2.23, (a) at any time prior to the earlier of the Loans becoming
due and payable pursuant to Article VII or the Commitments terminating or expiring, Lenders having Credit Exposures and
Unfunded Commitments representing more than 50% of the sum of the total Credit Exposures and Unfunded Commitments at such
time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, the Unfunded
Commitments of each Lender shall be deemed to be zero and (b) for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, Lenders having Credit Exposures representing more than 50% of
the total Credit Exposures at such time; provided, that in the case of clauses (a) and (b) above, the Credit Exposure of any
Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its
Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.24
of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be
determined on the basis of its Credit Exposure excluding such excess amount.


 






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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, managing
director or other authorized signatory of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant
to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to
Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice
to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders,
partners or members (or the equivalent Person thereof).


 


“Revaluation
Date” means (a) with respect to any Loan denominated in any Foreign 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 this
Agreement; (b) with respect to any Letter of Credit denominated in a Foreign 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 Loan”
means a Loan made by a Lender pursuant to Section 2.01.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


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


 


“Sanctioned
Person” means, at any time and to the extent that dealings with the following are prohibited for a Person required to
comply with Sanctions, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury
of the United Kingdom or the Canadian government (including those administered by Global Affairs Canada), (b) any Person operating,
organized or resident in a Sanctioned Country, (c) any Person fifty percent or more owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.








 






    33


     


    

 


“Sanctions”
means, at any time, economic or financial sanctions or trade embargoes imposed, administered or enforced at such time by (a) the
U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council,
the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom, or (c) the Canadian
government, including those administered by Global Affairs Canada.


 


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities
Act” means the United States Securities Act of 1933.


 


“Securities
Laws” means the Securities Act, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and
auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the FRBNY, as the administrator of
the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“SOFR-Based
Rate” means SOFR, Compounded SOFR or Term SOFR.


 


“Specified JV/Intercompany
Asset Transfer” means the contribution or Disposition of any property (other than cash) (a) by any Domestic Loan Party
to any Subsidiary that is not a Domestic Loan Party or (b) by any Foreign Loan Party to any Subsidiary that is not a Loan Party.


 


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


 


“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, liquid asset, fees or similar requirements (including any marginal,
special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board,
the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority
for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of
each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant
to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar
requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.


 


“Subordinated
Indebtedness” means any Indebtedness of the Company or any Subsidiary the payment of which is subordinated to payment
of the obligations under the Loan Documents.


 


“subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership or other entity (“Other
Person”) of which more than 50% of the outstanding Voting Stock of such Other Person (irrespective of whether at
the time Equity Interests of any other class or classes of such Other Person shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and
one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person.


 






    34


     


    

 


“Subsidiary”
means any subsidiary of the Company.


 


“Subsidiary
Borrower” means (a) the Initial Dutch Borrower and (b) any Eligible Subsidiary that becomes a Subsidiary Borrower pursuant
to Section 2.23 and, in the case of each of the foregoing clauses (a) and (b), that has not ceased to be a Subsidiary Borrower
pursuant to such Section 2.23.


 


“Subsidiary
Guarantor” means the Domestic Subsidiary Guarantors.


 


“Supported QFC”
has the meaning assigned to it in Section 9.19.


 


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


 


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


 


“Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans
outstanding at such time (excluding, in the case of any Lender that is the Swingline Lender, Swingline Loans made by such Lender
in its capacity as the Swingline Lender that are outstanding at such time to the extent that the other Lenders shall not have funded
their participations in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.24 of the Swingline
Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that is the Swingline Lender, the
aggregate principal amount of all Swingline Loans made by such Lender as the Swingline Lender outstanding at such time, less the
amount of participations funded by the other Lenders in such Swingline Loans.


 


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


 


“Swingline Loan”
means a Loan made pursuant to Section 2.05.


 






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“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of
such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment).


 


“Target”
has the meaning specified in Section 6.04(c).


 


“TARGET2”
means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement)
for the settlement of payments in euro.


 


“TARGET2 Day”
means a day that TARGET2 is open for the settlement of payments in euro.


 


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


 


“Term SOFR”
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Test Period”
means, with respect to any Permitted Acquisition, the period of four fiscal quarters included in any covenant calculation and occurring
prior to the date of such Permitted Acquisition as set forth in the definition of “Pro Forma Basis”.


 


“Threshold Amount”
means $50,000,000.


 


“Total Revolving
Credit Exposure” means the sum of the outstanding principal Dollar Amount of all Lenders’ Revolving Loans, their
LC Exposure and their Swingline Exposure at such time.


 


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Type”,
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 LIBO Rate or the Alternate Base Rate.


 


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


 


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


 






    36


     


    

 





“Unadjusted
Benchmark Replacement” means, for any Agreed Currency, the Benchmark Replacement for such Agreed Currency excluding the
Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less
than 1.00% per annum, the Unadjusted Benchmark Replacement will be deemed to be 1.00% per annum for the purposes of this Agreement.


 


“Unaudited Financial
Statements” means the consolidated balance sheet of the Company and its Subsidiaries as of and for the fiscal quarter
and portion of the fiscal year ended September 29, 2019 and the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal quarters of the Company and its Subsidiaries, including the notes thereto.


 


“Unfunded Commitment”
means, with respect to each Lender at any time, the Commitment of such Lender at such time less its Credit Exposure at such time.


 


“Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 9.19.


 


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


 


“Voting Stock”
means Equity Interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders,
to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association,
trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” means the Company, any Loan Party and the Administrative Agent.


 


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


 


Section
1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and
referred to by class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency
Loan”) or by class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may
be classified and referred to by class (e.g., a “Revolving Borrowing”) or by Type (e.g., a
 “Eurocurrency Borrowing”) or by class and Type (e.g., a “Eurocurrency Revolving
Borrowing”).


 






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Section
1.03. Terms Generally. 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”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and
other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily
comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any
statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified
(including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include
such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any
Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement
and (f) 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.


 


Section
1.04. Accounting Terms; GAAP; Certain Amendments and Calculations. (a) Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then the Administrative Agent, the Lenders and the Company shall negotiate in
good faith to amend such provision to preserve the original intent thereof in light of such change in GAAP, provided that
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made (x) without giving effect to any
election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial
Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any
Subsidiary at “fair value”, as defined therein and (y) without giving effect to any treatment of
Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 or 2015-03 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such
Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at
the full stated principal amount thereof and (ii) notwithstanding the enactment of Accounting Standards Update 2016-02 (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) requiring
operating leases to be capitalized, the GAAP treatment prior to such change therein shall continue to apply for purposes of
this Agreement, and operating leases shall not constitute “Indebtedness”, “Consolidated
Indebtedness”, or “Attributable Indebtedness” including for the purposes of the calculation of any
financial ratio or requirement set forth herein.


 






    38


     


    

 


(b)               
If at any time a Change in Law, regulation or applicable accounting standards would require adoption of the International
Financial Reporting Standards and the computation of any financial covenant set forth herein would be altered thereby, 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 this Agreement accordingly, and the Lenders shall not assess an amendment fee for such amendment.


 


(c)               
All pro forma computations required to be made hereunder giving effect to any issuance, incurrence or assumption
of Indebtedness shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation
made hereunder to determine whether such issuance, incurrence or assumption of Indebtedness is permitted to be consummated hereunder,
to any other Indebtedness issued, incurred or assumed since the first day of the period covered by any component of such pro forma
computation and on or prior to the date of such computation) as if such issuance, incurrence or assumption had occurred on the
first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements
shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending
with the last fiscal quarter included in the financial statements referred to in Section 3.05(a)). If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract
applicable to such Indebtedness).


 


Section
1.05. Interest Rates; LIBOR Notification. The interest rate on Eurocurrency Loans
and ABR Loans (when determined by reference to clause (c) of the definition of Alternate Base Rate) is determined by reference
to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent
the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July
2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing
banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator,
the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that
commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference
rate upon which to determine the interest rate on Eurocurrency Loans. In light of this eventuality, public and private sector
industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank
offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.14(c) provides a mechanism
for determining an alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to Section
2.14, of any change to the reference rate upon which the interest rate on Eurocurrency Loans and ABR Loans (when determined by
reference to clause (c) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant
or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other
matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect
to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative,
successor or replacement rate implemented pursuant to Section 2.14(c), whether upon the occurrence of a Benchmark Transition Event
or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)),
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 LIBO Rate or have the same volume
or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 






    39


     


    

 


Section
1.06. 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.


 


Section
1.07. Status of Obligations. In the event that the Company or any other Loan Party shall at any time issue or have
outstanding any Subordinated Indebtedness, the Company shall take or cause such other Loan Party to take all such actions as shall
be necessary to cause the Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness.
Without limiting the foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated
senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under
which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under
the terms of any such Subordinated Indebtedness.


 


Section
1.08. Amendment and Restatement.


 


(a)               
The parties to this Agreement agree that, on the Effective Date, the terms and provisions of the Existing Credit
Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.


 


(b)               
Neither the execution, delivery and acceptance of this Agreement nor any of the terms, covenants, conditions or other
provisions set forth herein are intended, nor shall they be deemed or construed, to effect a novation of any liens or indebtedness
under the Existing Credit Agreement or to pay, extinguish, release, satisfy or discharge (i) all or any part of the indebtedness
evidenced by the Existing Credit Agreement, (ii) the liability of any Person under the Existing Credit Agreement or the “Loan
Documents” executed and delivered in connection therewith, or (iii) the liability of any Person with respect to the Existing
Credit Agreement or any indebtedness or other obligations evidenced thereby.


 


(c)               
Except to the extent repaid with the proceeds of the initial Loans hereunder on the Effective Date, all Loans made
and Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall continue as Loans
and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents.


 


(d)               
Without limiting the foregoing, upon the effectiveness of the amendment and restatement contemplated hereby on the
Effective Date:


 


(i)                
all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative
Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative
Agent, this Agreement and the Loan Documents;


 


(ii)              
the “Revolving Commitments” (as defined in the Existing Credit Agreement) shall be redesignated as Commitments
hereunder as set forth on Schedule 2.01;


 






    40


     


    

 





(iii)            
the “Letter of Credit Commitments” (as defined in the Existing Credit Agreement) shall be redesignated
as Letter of Credit Commitments hereunder as set forth on Schedule 2.02;


 


(iv)             
the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of,
in the case of a “Revolving Lender”, its “Revolving Commitments” and “Revolving Credit Exposure”
(each as defined in and in effect under the Existing Credit Agreement) as are necessary in order that each such Lender’s
Credit Exposure hereunder reflects such Lender’s Applicable Percentage thereof on the Effective Date (and in no event exceeds
each such Lender’s Commitment hereunder), and the Company and each Lender that was a “Lender” under the Existing
Credit Agreement (constituting the “Required Lenders” under and as defined therein) hereby agrees (with effect immediately
prior to the Effective Date) that (x) such reallocation, sales and assignments shall be deemed to have been effected by way of,
and subject to the terms and conditions of, Assignment and Assumptions, without the payment of any related assignment fee, and
no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which
are hereby waived), (y) such reallocation shall satisfy the assignment provisions of Section 9.02(d)(i) of the Existing Credit
Agreement and (z) in connection with such reallocation, sales, assignments or other relevant actions, the Borrowers shall pay all
interest and fees outstanding under the Existing Credit Agreement and accrued to the date hereof to the Administrative Agent for
the account of the Lenders party hereto, together with any losses, costs and expenses incurred by Lenders under Section 2.16 of
the Existing Credit Agreement;


 


(v)               
each of the signatories hereto that is also a party to the Existing Credit Agreement hereby consents to any of the
actions described in the foregoing clause (iv) and agrees that any and all required notices and required notice periods under the
Existing Credit Agreement in connection with any of the actions described in the foregoing clause (iv) on the Effective Date are
hereby waived and of no force and effect; and


 


(vi)             
for the avoidance of doubt, as a result of the preceding clause (iv), the revolving loans and term loans previously
made to the Borrowers by each Departing Lender under the Existing Credit Agreement which remain outstanding as of the date of this
Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon and any losses, costs and expenses
incurred by such Departing Lender under Section 2.16 of the Existing Credit Agreement), each Departing Lender’s “Commitments”
under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.


 


Section
1.09. Blocking Regulation. In relation to any Lender that is subject to the regulations referred to below
(each, a “Restricted Lender”), any representation, warranty or covenant set forth herein that refers to
Sanctions (each, a “Specified Provision”) shall only apply for the benefit of such Restricted Lender to
the extent that such Specified Provision would not result in a violation of, conflict with or liability under Council
Regulation (EC) 2271/96 (or any law implementing such regulation in any member state of the European Union) or any similar
blocking or anti-boycott law in Germany (including, in the case of Germany, section 7 foreign trade rules
(Auβenwirtschaftsverordnung – AWV) in connection with section 4 paragraph 1 foreign trade law
(Auβenwirtschaftsgesetz – AWG)) or in the United Kingdom or Canada (the “Mandatory
Restrictions”). In the event of any consent or direction by Lenders in respect of any Specified Provision of which
a Restricted Lender does not have the benefit due to a Mandatory Restriction, then, notwithstanding anything to the contrary
in the definition of Required Lenders, for so long as such Restricted Lender shall be subject to a Mandatory Restriction, the
Credit Exposure and Unfunded Commitment of such Restricted Lender will be disregarded for the purpose of determining whether
the requisite consent of the Lenders has been obtained or direction by the requisite Lenders has been made solely in respect
thereof, it being agreed, however, that, unless, in connection with any such determination, the Administrative Agent shall
have received written notice from any Lender stating that such Lender is a Restricted Lender with respect thereto, each
Lender shall be presumed, in connection with such determination, not to be a Restricted Lender.


 






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ARTICLE
II



The Credits


 


Section
2.01. Commitments. Prior to the Effective Date, certain “Revolving Loans” were made to certain of the
Borrowers under the Existing Credit Agreement which remain outstanding as of the Effective Date (such outstanding loans being hereinafter
referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement,
each Borrower and each of the Lenders agree that on the Effective Date, but subject to the reallocation and other transactions
described in Section 1.08, the Existing Revolving Loans shall be re-evidenced as Revolving Loans under this Agreement and the terms
of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. Subject to the terms
and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed
Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject
to Section 2.04 and Section 2.11(b), the Dollar Amount of such Lender’s Credit Exposure exceeding such Lender’s Commitment
or (ii) subject to Section 2.04 and Section 2.11(b), the sum of the Dollar Amount of the Total Revolving Credit Exposure exceeding
the aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers
may borrow, prepay and reborrow Revolving Loans.


 


Section
2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting
of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans
as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.


 


(b)               
Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans
as the relevant Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars.
Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan to any Borrower by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Section 2.14,
Section 2.15, Section 2.16 and Section 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided
that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with
the terms of this Agreement.


 


(c)                At
the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000
units of such currency) and not less than $2,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 2,000,0000
units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $100,000 and not less than $500,000; provided that an ABR Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type may be outstanding at
the same time; provided that there shall not at any time be more than a total of six (6) Eurocurrency Borrowings
outstanding.


 


(d)               
Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert
or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


(e)               
Any Credit Event from any Lender to, or for the account of, any Dutch Borrower shall at all times be provided by
a Lender that is a Dutch Non-Public Lender.


 






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Section
2.03. Requests for Borrowings. To request a Borrowing, the applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request
signed by a Responsible Officer of the applicable Borrower, or of the Company on behalf of the applicable Borrower, promptly followed
by telephonic confirmation of such request) (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local
Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice
(via a written Borrowing Request signed by such Borrower, or the Company on its behalf) not later than 11:00 a.m., Local Time,
four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the
date of the proposed Borrowing. Each such Borrowing Request shall specify the following information in compliance with Section
2.02:


 


(i)                
the name of the applicable Borrower;


 


(ii)               
the aggregate principal amount of the requested Borrowing;


 


(iii)             
the date of such Borrowing, which shall be a Business Day;


 


(iv)             
whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)               
in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period”; and


 


(vi)             
the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall
comply with the requirements of Section 2.07.


 


If no election as to the Agreed Currency
of any Borrowing is specified, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing
is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to
have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s
Loan to be made as part of the requested Borrowing.


 






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Section
2.04. Determination of Dollar Amounts. The Dollar Amount of all Loans, Borrowings, Letters of Credit and LC
Exposure, as applicable, denominated in Foreign Currencies hereunder shall be determined on each Revaluation Date.


 


Section
2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in its
sole discretion make Swingline Loans in Dollars to the Company from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $15,000,000, (ii) the Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate Commitments
or (iii) the Dollar Amount of the Swingline Lender’s Credit Exposure exceeding its Commitment; provided that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans.


 


(b)               
To request a Swingline Loan, the Company shall submit a written notice to the Administrative Agent of such request
by telecopy or electronic mail not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such
notice shall be in a form approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which
shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline
Lender of any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available to the Company
by means of a credit to the general deposit account of the Company with the Swingline Lender (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing
Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.


 


(c)                The
Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time,
on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline
Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall
notify (such notice, the “Swingline Participation Notice”) the Company of any participations in any
Swingline Loan acquired pursuant to this paragraph, and, subject to the last sentence of this paragraph, thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan
after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any
reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any
default in the payment thereof. Notwithstanding the preceding three sentences, upon the Company’s receipt of the
Swingline Participation Notice, the Company may request the Administrative Agent in writing to convert the applicable
Swingline Loan into an ABR Revolving Loan and, promptly after receipt of such written request, the Administrative Agent shall
effect such conversion and thereafter such Swingline Loan shall be deemed to be an ABR Revolving Loan hereunder.


 






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(d)               
The Swingline Lender may be replaced at any time by written agreement among the Company, the Administrative Agent,
the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such
replacement of the Swingline Lender. At the time any such replacement shall become effective, the Company shall pay all unpaid
interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date
of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline
Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline
Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous
Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline
Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement
with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.


 


(e)               
Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline
Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which
case, the Swingline Lender shall be replaced in accordance with Section 2.05(d) above.


 


Section
2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Company may
request the issuance of Letters of Credit denominated in Agreed Currencies as the applicant thereof for the support of its or its
Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at
any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the
Company to, or entered into by the Company with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. The letters of credit identified on Schedule 2.06 and the letters of credit issued and
outstanding on the Effective Date under the Existing Credit Agreement (collectively, the “Existing Letters of Credit”)
shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. Notwithstanding
anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter
of Credit the proceeds of which would be directly or knowingly indirectly made available to any Person (i) to fund any activity
or business of or with any Sanctioned Person, or in a Sanctioned Country (ii) in any manner that would result in a material violation
of any Sanctions by any party to this Agreement.


 






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(b)                Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Company shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the
applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension, but in any event no less than two (2) Business Days (or such later date as the applicable Issuing Bank
and the Administrative Agent may agree)) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. In addition, if reasonably requested by an Issuing Bank in connection with any such Letter of Credit issuance, the
Company will enter into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit
and/or shall submit a letter of credit application, in each case, as customarily required by the respective Issuing Bank and
using such Issuing Bank’s standard form (provided that in the event of any inconsistency between any such agreement or
application and this Agreement, this Agreement shall control). A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to
Section 2.04 and Section 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,000, (ii) subject to
Section 2.04 and Section 2.11(b), the sum of the Dollar Amount of the Total Revolving Credit Exposure shall not exceed the
aggregate Commitments, (iii) subject to Section 2.04 and Section 2.11(b), no Lender’s Dollar Amount of Credit
Exposure shall exceed its Commitment and (iv) subject to Section 2.04 and Section 2.11(b), (x) the aggregate
undrawn Dollar Amount of all outstanding Letters of Credit issued by an Issuing Bank at such time plus (y) the aggregate
Dollar Amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the
Company at such time shall not exceed such Issuing Bank’s Letter of Credit Commitment. The Company may, at any time and
from time to time, reduce the Letter of Credit Commitment of any Issuing Bank as provided in the definition of Letter of
Credit Commitment; provided that the Company shall not reduce the Letter of Credit Commitment of any Issuing Bank if,
after giving effect of such reduction, the conditions set forth in clauses (i) through (iv) above shall not be satisfied.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit available to be drawn at such time; provided that, with respect to any Letter of Credit that, by
its terms or the terms of any letter of credit agreement related thereto, provides for one or more automatic increases in the
available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such
time.


 


(c)               
Expiration Date. (A) Each Letter of Credit shall expire (or be subject to termination by notice from the applicable
Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) subject to Section 2.06(c)(B),
the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension), unless the Lenders (excluding any Defaulting Lender) with LC Exposure representing greater
than 50% of the total LC Exposure (disregarding the LC Exposure of any Defaulting Lender) have approved another expiry date (provided
that in any case the expiry date must be no later than the date set forth in Section 2.06(c)(A)(ii)) and (ii) such other date
that is five (5) Business Days prior to the Maturity Date.


 






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(B) If the
Company so requests in any applicable Letter of Credit application, the applicable Issuing Bank may, in its sole discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank 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 such
Issuing Bank, the Company shall not be required to make a specific request to such Issuing Bank 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) such
Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the date set forth
in Section 2.06(c)(A)(ii); provided, however, that such Issuing Bank shall not permit any such extension
if (1) such Issuing Bank 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 Section
2.06(c) or otherwise), or (2) it has received notice (which may be by telephone or in writing) on or before the day that is
seven (7) Business Days before the Non-Extension Notice Date (I) from the Administrative Agent that the Lenders
with LC Exposure representing greater than 50% of the total LC Exposure have elected not to permit such extension or (II)
from the Administrative Agent, any Lender or the Company that one or more of the applicable conditions specified in Section
4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.


 


(d)               
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the
amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Company for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 






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(e)                Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit issued by such Issuing Bank, the Company
shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC
Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect
in its sole discretion by notice to the Company, in such other Agreed Currency which was paid by such Issuing Bank pursuant
to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that
such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m.,
Local Time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not
later than 12:00 noon, Local Time, on the Business Day immediately following the day that the Company receives such notice; provided that
the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05
that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing,
Eurocurrency Revolving Borrowing or Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the
extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency
in an amount equal to such LC Disbursement and, in each case, to the extent so financed, the Company’s obligation to
make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Revolving Borrowing
or Swingline Loan, as applicable. If the Company fails to make such payment when due, the Administrative Agent shall notify
each Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by
it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this
paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have
made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse such Issuing Bank for any LC
Disbursement (other than the funding of Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and
shall not relieve the Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of,
or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, such Issuing Bank or
any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made
or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested
by the Administrative Agent, such Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such
Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on
the date such LC Disbursement is made, of such LC Disbursement.


 


(f)                 Obligations
Absolute. The Company’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section
shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit, any agreement entered into in connection therewith or this Agreement, or any term or provision therein,
(ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Company’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of
their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of
any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from
causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse
such Issuing Bank from liability to the Company to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by
applicable law) suffered by the Company that are caused by such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as
finally determined by the non-appealable judgment of a court of competent jurisdiction), such Issuing Bank shall be deemed to
have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof,
the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with
the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such
Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be under any obligation to issue any Letter of Credit
if (x) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any request or
directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank
shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of
Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or
capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date,
or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date
and which such Issuing Bank in good faith deems material to it or (y) the issuance of the Letter of Credit would violate one
or more policies of such Issuing Bank applicable to letters of credit generally.


 






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(g)               
Disbursement Procedures. The applicable Issuing Bank shall promptly and in any event within the time allowed
by applicable Law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting
to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the
Administrative Agent and the Company by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether
such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Company of its obligation to reimburse such Issuing Bank and the Lenders with respect to any
such LC Disbursement.


 


(h)                Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Company shall reimburse such LC
Disbursement in full on the date such LC Disbursement is required to be reimbursed, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans (or in the case such LC Disbursement is
denominated in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed Currency plus the then
effective Applicable Rate with respect to Eurocurrency Loans) and such interest shall be due and payable on the date when
such reimbursement is payable; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be
for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of
such payment.


 






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(i)                
Replacement and Resignation of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement
among the Company, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the
Company shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after
the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the
replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein
to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required
to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit. Subject to the appointment and
acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior
written notice to the Administrative Agent, the Company and the Lenders, in which case, such resigning Issuing Bank shall be replaced
in accordance with this Section 2.06(i).


 


(j)                
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the
Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
the Lenders (other than any Defaulting Lender) with LC Exposure representing greater than 50% of the total LC Exposure (disregarding
the LC Exposure of any Defaulting Lender)) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders
(the “LC Collateral Account”), an amount in cash equal to 103% of the Dollar Amount of the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable
to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing
shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements
and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect
to the Company described in clause (f) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure
shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the
Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b).
Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. In addition,
and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remains outstanding after the expiration
date specified in said paragraph (c), the Company shall immediately deposit into the LC Collateral Account an amount in Dollars
in cash equal to 103% of the Dollar Amount of such LC Exposure as of such date plus any accrued and unpaid interest thereon or
otherwise make arrangements reasonably satisfactory to the applicable Issuing Bank, the Administrative Agent and the Company with
respect thereto.


 






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The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Company’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse any applicable Issuing Bank (ratably in the case of more than one Issuing
Bank) for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing
charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the
Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
the Lenders (other than any Defaulting Lenders) with LC Exposure representing greater than 50% of the total LC Exposure
(disregarding the LC Exposure of any Defaulting Lender)), be applied to satisfy other Obligations. If the Company is required
to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Company within three (3) Business Days after all Events
of Default have been cured or waived.


 


(k)               
Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account
party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter
of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity
or otherwise) against such Subsidiary in respect of such Letter of Credit, the Company (i) shall reimburse, indemnify and
compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder)
as if such Letter of Credit had been issued solely for the account of the Company, to the extent the applicable Issuing Bank is
not reimbursed by such Subsidiary, and (ii) irrevocably waives any and all defenses (other than payment in full) that might
otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter
of Credit. The Company hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit
of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.


 


(l)                
Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall report
in writing to the Administrative Agent (i) promptly following the end of each calendar month, the aggregate amount of Letters of
Credit issued by it and outstanding at the end of such month, (ii) on or prior to each Business Day on which such Issuing Bank
expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and
the aggregate face amount of the Letter of Credit to be issued, amended, renewed or extended by it and outstanding after giving
effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood
that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of
any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted
under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any payment under any Letter of Credit, the date
of such payment under such Letter of Credit and the amount of such payment, (iv) on any Business Day on which any Borrower fails
to reimburse any payment under any Letter of Credit required to be reimbursed to such Issuing Bank on such day, the date of such
failure and the amount of such payment and (v) on any other Business Day, such other information as the Administrative Agent shall
reasonably request.


 


(m)              Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Company when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to
each standby Letter of Credit, and (ii) the rules of the 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.


 






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Section
2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars, by 12:00 noon, New
York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders
and (ii) in the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative
Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency; provided
that Swingline Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering
the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the relevant Borrower by promptly
crediting the amounts so received, in like funds, to (x) an account of such Borrower maintained with the Administrative Agent
in New York City or Chicago and designated by such Borrower in the applicable Borrowing Request, in the case of Loans denominated
in Dollars and (y) an account of such Borrower in the relevant jurisdiction and designated by such Borrower in the applicable
Borrowing Request, in the case of Loans denominated in a Foreign Currency; provided that ABR Revolving Loans made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable
Issuing Bank.


 


(b)               
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing
(or in the case of an ABR Borrowing, prior to 12:00 noon, New York City time, on the date of such Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency
Rate in the case of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable
to such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing.


 


Section
2.08. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the relevant Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect
different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.


 






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(b)                To
make an election pursuant to this Section, a Borrower, or the Company on its behalf, shall notify the Administrative Agent of
such election by irrevocable written notice (via an Interest Election Request signed by a Responsible Officer of such
Borrower, or of the Company on its behalf) by the time that a Borrowing Request would be required under Section 2.03 if such
Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such
election. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to
(i) change the currency of any Borrowing, or (ii) elect an Interest Period for Eurocurrency Loans that does not
comply with Section 2.02(d).


 


(c)               
Each Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)               
the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting
Borrowing);


 


(ii)              
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)             
whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)             
if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable
thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term
 “Interest Period”.


 


If any such Interest Election Request requests
a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected
an Interest Period of one month’s duration.


 


(d)               
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of
the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)               
If the relevant Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing
prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end
of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR
Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower
shall have failed to deliver an Interest Election Request prior to the third (3rd) Business Day preceding the end
of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with
an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing
denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency
Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and
(iii) unless repaid, each Eurocurrency Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency
Borrowing with an Interest Period of one month.


 






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Section
2.09. Termination and Reduction of Commitments.
(a) Unless previously terminated, all Commitments shall terminate on the Maturity Date.


 


(b)               
The Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and
(ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.11, (x) the Dollar Amount of the Total Revolving Credit Exposure would exceed the aggregate
Commitments or (y) the Dollar Amount of any Lender’s Credit Exposure would exceed its Commitment.


 


(c)               
The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b)
of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying
such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness
of other credit facilities or the occurrence of any one or more other transactions specified therein, in which case such notice
may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition
is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.


 


Section
2.10. Repayment; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Maturity
Date in the currency of such Loan and (ii) in the case of the Company, to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th
or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on
each date that a Revolving Borrowing is made, the Company shall repay all Swingline Loans then outstanding and the proceeds of
any such Revolving Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. Notwithstanding
anything to the contrary in this Agreement, no Foreign Subsidiary Borrower will be liable for any Obligations of any U.S. Person.


 


(b)               
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness
of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(c)               
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 






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(d)               
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be
prima facie evidence of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the Obligations.


 


(e)               
Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the
relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit J. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section
9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if any such promissory
note is a registered note, to such payee and its registered assigns).


 


Section
2.11. Prepayment of Loans.


 


(a)               
Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without
premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with the
provisions of this Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify
the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (promptly
followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated
in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each
case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date
and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice
of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break
funding payments pursuant to Section 2.16.


 


(b)                If
at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate
principal Dollar Amount of all of the Credit Exposures (calculated, with respect to those Credit Events denominated in
Foreign Currencies, as of the most recent Revaluation Date with respect to each such Credit Event) exceeds the aggregate
Commitments or (ii) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal
Dollar Amount of all of the Credit Exposures (so calculated) exceeds 103% of the aggregate Commitments, the Borrowers shall
in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative
Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar
Amount of all Credit Exposures (so calculated) to be less than or equal to the aggregate Commitments; provided that,
the Company shall not be required to cash collateralize LC Exposure pursuant to this Section unless after giving effect to
the prepayment in full of the Revolving Borrowings the aggregate Dollar Amount of the Total Revolving Credit Exposure exceeds
the aggregate Commitments.


 






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Section
2.12. Fees. (a) Subject to adjustment as and to the extent provided in Section 2.24, the Company agrees to pay
to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the applicable Facility Fee Rate
(as specified in the definition of Applicable Rate) on the daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided
that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue
to accrue on the daily amount of such Lender’s Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears
on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing
on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which
the Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)               
Subject to adjustment as and to the extent provided in Section 2.24, the Company agrees to pay (i) to the Administrative
Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue
at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily
Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account
a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank
during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments
and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well
as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on
the third (3rd) Business Day following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing
Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in
Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign
Currency shall be paid in such Foreign Currency.


 


(c)               
The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the
times separately agreed upon between the Company and the Administrative Agent.


 






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(d)               
All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in
this Section 2.12) and immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable
to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be
refundable under any circumstances.


 


Section
2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at
the Alternate Base Rate plus the Applicable Rate.


 


(b)               
The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Rate.


 


(c)               
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by
any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)               
Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the
case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c)
of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.


 


(e)               
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed
by reference to the Alternate Base Rate at times when the Alternate 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 (ii) for Borrowings denominated in Pounds Sterling
shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall
be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section
2.14. Alternate Rate of Interest.


 


(a)                If
at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest
Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the
applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably
determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent
manifest error), then, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR
Revolving Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the
LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation
with the Company and consented to in writing by the Required Lenders (the “Alternative Rate”); provided,
however, that until such time as the Alternative Rate for any such Borrowing denominated in a Foreign Currency shall be
determined and so consented to by the Required Lenders, Revolving Borrowings shall not be available in such Foreign
Currency.


 






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(b)               
If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


(i)                
the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including,
without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan in the applicable
currency or for the applicable Interest Period; provided that no Benchmark Transition Event shall have occurred at such
time; or


 


(ii)              
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Loans included in such Borrowing for the applicable currency and such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the applicable Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable
thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise
to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may
be, shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made
as an ABR Revolving Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Borrowing in a Foreign Currency, then
the LIBO Rate for such Eurocurrency Borrowing shall be the Alternative Rate; provided that if the circumstances giving rise
to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.


 


(c)               
Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, for any Agreed Currency, the Administrative Agent and the Company
may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement for such Agreed Currency. Any such amendment with
respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative
Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received,
by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided
that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to
the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become
effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that
such Required Lenders accept such amendment. No replacement of LIBO Rate for any Agreed Currency with a Benchmark Replacement will
occur prior to the applicable Benchmark Transition Start Date for such Agreed Currency.


 


(d)                In
connection with the implementation of a Benchmark Replacement for any Agreed Currency, 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.


 






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(e)               
The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition
Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness
of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period.
Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14,
including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 2.14.


 


(f)                
Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect
to any Agreed Currency, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of
any Borrowing as, a Eurocurrency Borrowing in such Agreed Currency shall be ineffective, and (ii) if any Borrowing Request requests
a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing.


 


 


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


 


(i)                
impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended
by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;


 


(ii)              
impose on any Lender or any Issuing Bank or the London interbank market 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; or


 


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


 


and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender, such Issuing Bank or such other
Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender, such Issuing Bank or such other Recipient hereunder, whether of principal, interest or otherwise, then the applicable
Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred
or reduction suffered.


 






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


 


(c)               
A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to
compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the
other Borrowers to pay, such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within
ten (10) days after receipt thereof.


 


(d)               
Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided
that the Company shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs
or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies
the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing
Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.


 


Section
2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other
than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any
prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified
in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked
in accordance therewith) or (d) the assignment of any Eurocurrency 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 2.19, then, in any such event, the Borrowers shall
compensate each Lender for the loss, cost and expense attributable to such event (excluding any loss of anticipated profits or
margin). Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for
deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate
of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall
pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


Section
2.17. Taxes.  (a)  Payments Free of Taxes. Any and all payments by or on account of any obligation of any
Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by
applicable 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 such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the
applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


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


 


(c)               
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental
Authority pursuant to this Section 2.17, 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, a copy of the return reporting such payment or
other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(d)               
Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient,
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted
on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that no Foreign Subsidiary
Borrower shall be liable for any indemnity for (or otherwise with respect to) any Taxes paid by a Holder of Obligations (as defined
in the Guaranty) in respect of a payment received from the Company or any Domestic Subsidiary Borrower. A certificate as to the
amount of such payment or liability delivered to the relevant Borrower by a Lender (with a copy to the Administrative Agent), or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)               
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10
days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any 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 9.04(c)
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that
are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this paragraph (e).


 






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(f)                
Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with
respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times
reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will
enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) 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.


 


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


 


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


 


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


 


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



 


		(2)	an executed copy of IRS Form W-8ECI certifying that the income receivable pursuant to any Loan
Document is effectively connected with the conduct of a trade or business in the United States;



 






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



 


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



 


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


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


 


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


 






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(g)               
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that
it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment
of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but
only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net
of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the
indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would
place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any
indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person.


 


(h)               
Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement
of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments
and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


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


 


Section
2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)                Each
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of
payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a
Foreign Currency, 2:00 p.m., Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such
currency, in each case on the date when due, in immediately available funds, without set-off, recoupment or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made
(i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to
Euro, in Euro) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603
or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment
Office for such currency, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency,
currency control or exchange regulations are imposed in the country which issues such currency with the result that the type
of currency in which the Credit Event was made (the “Original Currency”) no longer exists or any Borrower
is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all
payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal
to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the
Borrowers take all risks of the imposition of any such currency control or exchange regulations.


 






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(b)               
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts
of principal, unreimbursed LC Disbursements, interest and fees then due hereunder not constituting (i) a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Company or (ii) a mandatory
prepayment (which shall be applied in accordance with Section 2.11), such funds shall be applied ratably first, to pay any
fees, indemnities, or expense reimbursements (other than those described in the next clause second), including amounts then
due to the Administrative Agent and each Issuing Bank from the Borrowers, second, to pay any fees or expense reimbursements
then due to the Lenders from the Borrowers, third, to pay interest then due and payable on the Loans ratably, fourth,
to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services
Agreements and Swap Contracts ratably, fifth, to pay in Dollars to the Administrative Agent a Dollar Amount equal to one
hundred three percent (103%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount
of any unpaid LC Disbursements, to be held as cash collateral for such Obligations and sixth, to the payment of any other
Obligation due to the Administrative Agent or any Lender by the Borrowers. Notwithstanding the foregoing, amounts received from
any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary
contained in this Agreement, unless so directed by the Company, or unless an Event of Default is in existence, none of the Administrative
Agent or any Lender shall apply any payment which it receives to any Eurocurrency Loan, except (x) on the expiration date
of the Interest Period applicable to any such Eurocurrency Loan or (y) in the event, and only to the extent, that there are
no outstanding ABR Loans and, in any event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16.
The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and
all such proceeds and payments to any portion of the Obligations.


 


(c)               
[Intentionally Omitted].


 


(d)                If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender
receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements
and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all
such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the
Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such
participation.


 






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(e)               
Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks 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 Issuing Banks, 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 Issuing Banks, 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
Issuing Bank 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 greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight
Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).


 


(f)                
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e),
2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),
(i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of
the Administrative Agent, the Swingline Lender or an Issuing Bank to satisfy such Lender’s obligations to it under such Section
until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which
the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations
of such Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined
by the Administrative Agent in its discretion.


 


Section
2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15,
or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 






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(b)                If
(i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any Indemnified Taxes
or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or
(iii) any Lender becomes 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 Section 9.04), all its interests, rights (other than its existing rights to payments
pursuant to Section 2.15 or Section 2.17) and obligations under the Loan Documents to an assignee (other than an
Ineligible Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior written consent of the Administrative
Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and
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. Each party hereto agrees that (x) an assignment required pursuant to
this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and
the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to
an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (y) the Lender
required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed
to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such
assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such
assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or
warranty by the parties thereto.


 






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Section
2.20. Expansion Option. The Company may from time to time elect to increase the Commitments or enter into one
or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of
$5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases in Commitments and all such
Incremental Term Loans does not exceed the Maximum Incremental Amount. The Company may arrange for any such increase or
tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in
such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions
or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided
that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments, or to
participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that
(i) each Augmenting Lender, shall be subject to the approval of the Company, the Administrative Agent and, with respect
to any new Commitments and to the extent the consent of the Issuing Banks or the Swingline Lender would be required to effect
an assignment under Section 9.04(b), each Issuing Bank and Swingline Lender, such approvals not to be unreasonably withheld
or delayed and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement
substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company and
such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any
Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase
in Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Commitments and Incremental Term
Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company, the Administrative
Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender
thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of
Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness
of such increase or Incremental Term Loans, (A) the representations and warranties of the Borrowers set forth in this
Agreement shall be true and correct in all material respects (or in all respects if the applicable representation or warranty
is qualified by Material Adverse Effect or materiality) on and as of the date of such increase or Incremental Term Loan,
except to the extent such representation or warranty specifically relates to an earlier date in which case such
representation or warranty shall be true and correct in all material respects (or in all respects if the applicable
representation or warranty is qualified by Material Adverse Effect or materiality) as of such earlier date, (B) at the
time of and immediately after giving effect to such increase or Incremental Term Loan, no Default or Event of Default shall
have occurred and be continuing and (C) the Company shall be in compliance (on a pro forma basis) with the covenants
contained in Section 6.13 and (ii) the Administrative Agent shall have received documents and opinions consistent with
those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after
giving effect to such increase. On the effective date of any increase in the Commitments or any Incremental Term Loans being
made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such
amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such
other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable
Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers
shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the
Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable,
specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in
accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately
preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each
Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the
deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall
rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date
(but may have amortization prior to such date) and (c) will have terms as agreed between the Borrowers and the lenders
providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent. Incremental Term Loans may be
made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this
Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in
such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental
Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the
provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a
commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In
connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.20, any Augmenting
Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably
request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United
States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other
information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money
laundering rules and regulations, including without limitation, the Patriot Act.


 






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Section
2.21. Extension of Maturity Date.


 


(a)                Requests
for Extension. The Company may at any time from time to time, by notice to the Administrative Agent (who shall promptly
notify the applicable Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree
in its reasonable discretion) prior to the date on which such Lenders are requested to respond thereto (each such date, a
 “Lender Notice Date”), request that each Lender extend such Lender’s Maturity Date to the date (each
such date, an “Extension Date”) that is one year after the Maturity Date then in effect for such Lenders
(such then existing Maturity Date, the “Existing Maturity Date”).


 


(b)               
Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to
the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not
such Lender agrees to such extension (each such Lender that determines to so extend its Maturity Date, an “Extending Lender”).
Each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative
Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any such Lender
that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender.
The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and
agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity
Date.


 


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


 


(d)               
Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before
the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders”
under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional
Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b),
each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject
to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing
or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or
before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment
Lender is already a Lender, such Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior
to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender
may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice
shall set forth such Lender’s new Maturity Date), to become an Extending Lender. The Administrative Agent may effect such
amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but
without the consent of any other Lenders.


 


(e)               
Minimum Extension Requirement. If (and only if) (i) in the case of any extension of the Maturity Date applicable
to the Commitments, the total of the Commitments of Lenders that have agreed to extend their Maturity Date and the new or increased
Commitments of any Additional Commitment Lenders is more than 50% of the aggregate amount of the Commitments in effect immediately
prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the applicable Maturity Date of each
Extending Lender and of each Additional Commitment Lender shall be extended to the date that is 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 next preceding Business Day)
and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall
be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.


 






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(f)                
Conditions to Effectiveness of Extension. Notwithstanding the foregoing, (x) no more than one (1) extension
of the Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.21 shall
not be effective with respect to any Extending Lender unless:


 


(i)                
no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately
after giving effect thereto;


 


(ii)              
the representations and warranties of the Company set forth in this Agreement are true and correct in all material
respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality)
on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and


 


(iii)            
the Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the
Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted
by each Borrower approving or consenting to such extension.


 


(g)               
Maturity Date for Non-Extending Lenders. On the Maturity Date of each Non-Extending Lender, (i) the Commitment
of each Non-Extending Lender shall automatically terminate and (ii) the Company shall repay such Non-Extending Lender in accordance
with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations owing to it under this Agreement) and
after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to
Section 2.16) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective
Lenders effective as of such date, and, in the case of any extension of the Maturity Date applicable to the Commitments, the Administrative
Agent shall administer any necessary reallocation of the Credit Exposures (without regard to any minimum borrowing, pro rata borrowing
and/or pro rata payment requirements contained elsewhere in this Agreement).


 


(h)               
Conflicting Provisions. This Section shall supersede any provisions in Section 2.18 or Section 9.02 to
the contrary.


 


Section
2.22. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a
sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified
currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office
on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Borrower in
respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender
or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified
currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due
to such Lender or the Administrative Agent, as the case may be, in the specified currency, each Borrower agrees, to the
fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency
so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the
specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be,
agrees to remit such excess to such Borrower.


 






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Section
2.23. Designation of Subsidiary Borrowers. On the Effective Date, and subject to the satisfaction of the applicable
conditions in Article IV hereto, the Initial Dutch Borrower shall become a Subsidiary Borrower party to this Agreement until the
Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary,
whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Effective Date, the
Company may at any time and from time to time designate any Eligible Subsidiary as a Subsidiary Borrower by delivery to the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction of the other conditions
precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement
be a Subsidiary Borrower and a party to this Agreement. Each Subsidiary Borrower shall remain a Subsidiary Borrower until the Company
shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary,
whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding
sentence, no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal
of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary Termination
shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon
as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to each
Lender. Each Subsidiary of the Company that is or becomes a Subsidiary Borrower pursuant to this Section 2.23 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 Subsidiary
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 Subsidiary Borrower.


 


Section
2.24. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes
a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)               
fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 






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(b)                any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent
as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any
Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to such
Defaulting Lender in accordance with this Section; fourth, as the Company may request (so long as no Event of Default
exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash
collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the
Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any
Lender, the Issuing Banks or the Swingline Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no
Event of Default exists, 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 such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender
or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of
the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its
appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the
conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of,
and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of
any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline
Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d)
below. 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 shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;


 


(c)               
the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section
9.02); provided, that, except as otherwise provided in Section 9.02, this clause (c) shall not apply to the vote of
a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender
directly affected thereby;


 


(d)               
if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)                
all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that (x) the sum of all
non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not
exceed the total of all non-Defaulting Lenders’ Commitments and (y) each non-Defaulting Lender’s Credit Exposure does
not exceed such non-Defaulting Lender’s Commitment;


 






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(ii)               if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall within one
(1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and
(y) second, cash collateralize for the benefit of the applicable Issuing Banks only the Borrowers’
obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation
pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC
Exposure is outstanding;


 


(iii)            
if the Company cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii)
above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)             
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees
payable to the Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; and


 


(v)               
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized
pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other
Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the
portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under
Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable ratably to the applicable Issuing Banks
until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)               
so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan
and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting
Lenders and/or cash collateral will be provided by the Company in accordance with Section 2.24(d), and participating interests
in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.24(d)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy
Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall
continue or (ii) the Swingline Lender or the Issuing Banks have a good faith belief that any Lender has defaulted in fulfilling
its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not
be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit,
unless the Swingline Lender or the Issuing Banks, as the case may be, shall have entered into arrangements with the Company or
such Lender, satisfactory to the Swingline Lender or the Issuing Banks, as the case may be, to defease any risk to it in respect
of such Lender hereunder.


 


In the event that
the Administrative Agent, the Company, the Swingline Lender and the Issuing Banks each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC
Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such
Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage,
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of a Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a
Defaulting Lender.


 






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Section
2.25. Domestic Subsidiary Guarantors. The Company may at any time deliver to the Administrative Agent a revised Schedule
3.19 setting forth Domestic Subsidiaries of the Company sufficient to cause the representation and warranty set forth in Section
3.19 to be true and correct as of the date of delivery of such revised Schedule. Within 30 days of the date of delivery by the
Company of a revised Schedule 3.19 pursuant to this Section 2.25 (or such later date as may be agreed upon by the Administrative
Agent in its reasonable discretion), which revised Schedule indicates that any Domestic Subsidiary has become a Material Domestic
Subsidiary, the Company shall cause such Domestic Subsidiary to (x) become a Domestic Subsidiary Guarantor by executing and delivering
to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem
appropriate in order for such Domestic Subsidiary to provide an unconditional guaranty of the Obligations and (y) deliver to the
Administrative Agent appropriate corporate resolutions, other corporate documentation and, if requested by the Administrative Agent,
favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to
the Administrative Agent. Promptly following (i) delivery by the Company of a revised Schedule 3.19 pursuant to this Section
2.15, which revised Schedule indicates that any Domestic Subsidiary has ceased to constitute a Material Domestic Subsidiary and
(ii) delivery by the Company of any documentation required pursuant to the foregoing sentence with respect to such revised
Schedule, the Administrative Agent shall be authorized to, and shall promptly, execute and deliver to the Company such documentation
as the Company may reasonably request in order to release such Domestic Subsidiary from the Guaranty Agreement.


 


ARTICLE
III


 


Representations and Warranties


 


Except as otherwise provided
in Section 3.20, each Borrower represents and warrants to the Administrative Agent and the Lenders that:


 


Section
3.01. Existence; Qualification and Powers. Each Loan Party and each Subsidiary thereof (a)(i) is duly organized or
formed and validly existing and (ii) is in good standing (to the extent such concept is applicable to such entity), in each case
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which it is a party and (c) is duly qualified and is licensed
and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license; except in each case referred to in clause (a)(ii), (b)(i)
or (c) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section
3.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) result in the
creation of any Lien under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; (c) conflict with or result in any breach or
contravention of, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a
party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order,
injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property
is subject; or (d) violate in any material respect any Law.


 






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Section
3.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person (other than those already obtained) by any Loan
Party is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party
of this Agreement or any other Loan Document.


 


Section
3.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have
been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party
that is party thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other
similar laws and general principles of equity.


 


Section
3.05. Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial
Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries
as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein and, in the case of the Unaudited Financial
Statements, subject to year-end audit adjustments and the absence of footnotes; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for
taxes, material commitments and Indebtedness.


 


(b)               
There has been furnished to each Lender a copy of the projections of the annual operating budgets of the Company
and its Subsidiaries on a consolidated basis, balance sheets and cash flow statements for the 2020 fiscal year. The Company has
disclosed all material assumptions made with respect to general economic, financial and market conditions used in formulating such
projections and such projections. The projections reflect the reasonable estimates of the Company and its Subsidiaries of the results
of operations and other information projected therein.


 


(c)               
Since the date of the Audited Financial Statements, there has been no event or circumstance not otherwise disclosed
prior to the Effective Date pursuant to any public filing with the SEC, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect, provided that the impacts of COVID
19 on the operations, business, assets, liabilities or condition of the Company or any of its Subsidiaries as described in the
Lender Presentation dated April 9, 2020 will be disregarded for purposes of this Section 3.05(c).


 


Section
3.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the
Company, threatened at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of
its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated thereby or hereby, or (b) except as disclosed in Schedule 3.06,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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Section
3.07. No Default. Neither the Company nor any Subsidiary is in default under or with respect
to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


 


Section
3.08. Ownership of Property; Liens. Each of the Company and each Subsidiary has good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 6.01.


 


Section
3.09. Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary course of business a review
of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental
Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that,
such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


Section
3.10. Insurance. The properties of the Company and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Company, in such amounts (after giving effect to any self-insurance compatible with the
following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates.


 


Section
3.11. Taxes. The Company and its Subsidiaries have filed all Federal, state and other tax returns and reports required
to be filed, and have paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets which are due and payable, except (a) those which are being contested in good faith
by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, or
(b) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect and does not result in
a Lien which is not permitted hereunder. There is no proposed tax assessment against the Company or any Subsidiary that would,
if made, have a Material Adverse Effect. As of the date hereof, neither any Loan Party nor any Subsidiary thereof is party to any
tax sharing agreement (other than any such agreement the only parties to which are Loan Parties and/or their Subsidiaries).


 


Section
3.12. ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that is intended to be a qualified plan under Section 401(a) of the
Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section
401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section
501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the knowledge of the Company,
nothing has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status.


 


(b)               
There are no pending or, to the knowledge of the Company, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect. There
has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.


 






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(c)               
(i) No ERISA Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably
expected to occur, other than those listed on Schedule 3.12(c)(i); (ii) the Company and each ERISA Affiliate has met all
applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards
under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan,
the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company
nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment
percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Company nor any ERISA Affiliate
has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become
due that are unpaid; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected
to be subject to Section 4069 of ERISA; (vi) in the last five years, no employee benefit plan subject to Title IV of ERISA and
previously maintained or contributed to by the Company or any ERISA Affiliate has been terminated by the plan administrator thereof
nor by PBGC, and to the knowledge of the Company, no event or circumstance has occurred or exists that could reasonably be expected
to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan; and (vii) no Pension Plan has
any Unfunded Pension Liability in excess of the Threshold Amount.


 


Section
3.13. Subsidiaries; Equity Interests. As of the Effective Date, the Company has no Subsidiaries other than those
specifically disclosed in Schedule 3.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and nonassessable and are owned by a Subsidiary in the amounts specified on Schedule 3.13 free and
clear of all Liens. All of the outstanding Equity Interests in the Company have been validly issued and are fully paid and nonassessable.


 


Section
3.14. Margin Regulations; Investment Company Act. (a) No Borrower is engaged or will engage, principally or as one
of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds
of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the applicable
Borrower only or of the Company and its Subsidiaries on a consolidated basis) subject to the provisions of Section 6.01 or Section
6.05 or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate
of any Lender relating to Indebtedness and within the scope of clause (e) under Article VII will be margin stock.


 


(b)               
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.


 


Section
3.15. Disclosure. No report, financial statement, certificate or other information furnished (in writing) by or
on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby
and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or
supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material
fact (known to the Company or any of its Subsidiaries in the case of any document or information not furnished by the Company
or one of its Subsidiaries) necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Effective
Date, to the knowledge of the Company, the information included in any Beneficial Ownership Certification provided on or
prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all material respects.


 






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Section
3.16. Compliance with Laws. Each of the Company and each Subsidiary is in compliance in all material respects with
the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.


 


Section
3.17. Intellectual Property; Licenses, Etc. The Company and its Subsidiaries own, or possess the right to use, all
of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective
businesses, without conflict with the rights of any other Person, except as could not reasonably be expected to have a Material
Adverse Effect. To the knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights
held by any other Person, except as could not reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section
3.18. Senior Note Documents. The Company has heretofore furnished to the Administrative Agent true, complete and
correct copies of the 2010 Senior Note Documents (including schedules, exhibits and annexes thereto). The 2010 Senior Note Documents
have not been amended, supplemented or modified since the Effective Date (except as otherwise permitted hereunder) and constitute
the complete understanding among the parties thereto in respect of the matters and transactions covered thereby. No “Event
of Default” under (and as defined in) the 2010 Senior Note Purchase Agreement has occurred and is continuing.


 


Section
3.19. Material Domestic Subsidiaries. As of the Effective Date, Schedule 3.19, or as of the date thereof
the most recent supplement to Schedule 3.19 delivered by the Company pursuant to Section 5.02(f) or Section 6.04(c)(iv)
or the most recent revised Schedule 3.19 delivered by the Company pursuant to Section 2.25, sets forth Domestic Subsidiaries
of the Company (on a Pro Forma Basis, in the case of any supplement delivered pursuant to Section 6.04(c)(iv)) (i) the total assets
of which (not including Equity Interests of its Subsidiaries), in the aggregate together with the total assets of the Company (not
including Equity Interests of its Subsidiaries), exceed eighty-five percent (85.0%) of the total assets of the Company and its
Domestic Subsidiaries in the aggregate (not including Equity Interests of their respective Subsidiaries) and (ii) the Consolidated
EBITDA of which for the most recently ended fiscal quarter, in the aggregate together with the Consolidated EBITDA of the Company
for such fiscal quarter, exceeds eighty-five percent (85.0%) of the Consolidated EBITDA of the Company and its Domestic Subsidiaries
in the aggregate for such fiscal quarter. As of the Effective Date, no Subsidiary of the Company (other than any Material Domestic
Subsidiary) provides any Guarantee with respect to any Indebtedness of the Company (other than the Obligations).


 






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Section
3.20. Representations as to Foreign Loan Parties. Each of the Company and each Foreign Loan Party represents and
warrants to the Administrative Agent and the Lenders that:


 


(a)                Such
Foreign Loan Party is subject to civil, commercial and common 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 Loan Party, the “Applicable Foreign
Loan Party Documents”), and the execution, delivery and performance by such Foreign Loan Party of the Applicable
Foreign Loan Party Documents constitute and will constitute private and commercial acts and not public or governmental acts.
Neither such Foreign Loan Party 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 Loan Party is organized and existing in respect of its
obligations under the Applicable Foreign Loan Party Documents.


 


(b)               
The Applicable Foreign Loan Party Documents are in proper legal form under the Laws of the jurisdiction in which
such Foreign Loan Party is organized and existing for the enforcement thereof against such Foreign Loan Party under the Laws of
such jurisdiction (or such other law as shall be specified in such documents), and to ensure the legality, validity, enforceability
(except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights
generally), priority and admissibility in evidence of the Applicable Foreign Loan Party Documents. It is not necessary to ensure
the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Loan Party Documents that
the Applicable Foreign Loan Party Documents be filed, registered or recorded with, or executed or notarized before, any court or
other authority in the jurisdiction in which such Foreign Loan Party is organized and existing or that any registration charge
or stamp or similar tax be paid on or in respect of the Applicable Foreign Loan Party 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 Loan Party 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 Loan Party is organized and existing either
(i) on or by virtue of the execution or delivery of the Applicable Foreign Loan Party Documents or (ii) on any payment to be made
by such Foreign Loan Party pursuant to the Applicable Foreign Loan Party Documents, except as has been disclosed to the Administrative
Agent.


 


(d)               
The execution, delivery and performance of the Applicable Foreign Loan Party Documents executed by such Foreign Loan
Party are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Loan Party 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).


 


Section
3.21. Dutch Companies. (a) As of the Effective Date, no works council (ondernemingsraad) has been established
or is in the process of being established with respect to the business of the Initial Dutch Borrower.


 


(b)               
To the Company's and its Subsidiaries' knowledge, none of the assets owned by the Initial Dutch Borrower have a public
utility function, such that seizure of these assets is prohibited by virtue of sections 436 and 703 of the Dutch Code of Civil
Procedure.


 






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Section
3.22. Anti-Corruption Laws and Sanctions. The Company has implemented and maintains
in effect policies and procedures reasonably 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 employees and to the knowledge of the Company its directors and agents, are in
compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and, in the case of any Subsidiary
Borrower, is not knowingly engaged in any activity that could reasonably be expected to result in such Borrower being
designated as a Sanctioned Person. None of (a) the Company, any Subsidiary or to the knowledge of the Company or such
Subsidiary 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 facilities established
hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate
Anti-Corruption Laws or applicable Sanctions.


 


Section
3.23. Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


ARTICLE
IV


 


Conditions


 


Section
4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance
with Section 9.02):


 


(a)               
The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart
of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may
include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents,
instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form
and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents
attached as Exhibit E.


 


(b)               
The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of each of (i) Latham & Watkins LLP, U.S. counsel for the Loan Parties, substantially
in the form of Exhibit B-1 and (ii) NautaDutilh New York P.C., Dutch transaction counsel, substantially in the form
of Exhibit B-2. The Company hereby requests such counsels to deliver such opinions.


 


(c)               
The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization
of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form
and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents
attached as Exhibit E.


 


(d)               
The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President,
a Vice President or a Financial Officer of the Company, certifying (i) that the representations and warranties contained in Article
III are true and correct as of such date and (ii) that no Default or Event of Default has occurred and is continuing as of such
date.


 


(e)                The
Administrative Agent shall have received (i) repayment of the principal amount of all Swingline Loans outstanding under the
Existing Credit Agreement immediately prior to the effectiveness of this Agreement, (iii) payment of all interest and fees
accrued and unpaid under the Existing Credit Agreement for the account of the applicable “Lenders” under the
Existing Credit Agreement and (iii) all other fees and amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the
Company hereunder.


 






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(f)                
The Administrative Agent shall have received a Borrowing Request for Revolving Loans pursuant to the requirements
of Section 2.03 in an aggregate amount not less than the aggregate principal amount of Revolving Loans expected to remain outstanding
immediately following the occurrence of the Effective Date and the transactions contemplated by Section 1.08.


 


(g)               
(i) The Administrative Agent and the Lenders shall have received, at least five days prior to the Effective Date
(or such later date as the Administrative Agent may agree), all documentation and other information regarding the Company 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 Company at least 10 days prior to the Effective Date and (ii) to the extent
the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior
to the Effective Date, any Lender that has requested (via the Administrative Agent), in a written notice to the Company at least
10 days prior to the Effective Date (or such later date as the Administrative Agent or such Lender, as applicable, may agree),
a Beneficial Ownership Certification in relation to the Company shall have received such Beneficial Ownership Certification (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).


 


The Administrative Agent shall notify the
Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


Section
4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (but excluding
any conversion or continuation of any Loan), and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:


 


(a)               
The representations and warranties of the Borrowers set forth in this Agreement (other than the representation made
under Section 3.05(c), which representation shall only be required to be made as of the Effective Date) shall be true and correct
in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect
or materiality) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, except, in each case, to the extent such representation or warranty specifically relates to an earlier
date in which case such representation or warranty shall be true and correct in all material respects (or in all respects if the
applicable representation or warranty is qualified by Material Adverse Effect or materiality) as of such earlier date.


 


(b)               
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 






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Section
4.03.Designation of a Subsidiary Borrower. The designation of a Subsidiary Borrower pursuant to Section 2.23 is
subject to the condition precedent that the Company or such proposed Subsidiary Borrower shall have furnished or caused to be
furnished to the Administrative Agent:


 


(a)               
Copies, certified by the Secretary or Assistant Secretary or director of such Subsidiary, of its Board of Directors’
resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the
Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and
certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good
standing of such Subsidiary;


 


(b)               
An incumbency certificate, executed by the Secretary or Assistant Secretary or director of such Subsidiary, which
shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder
and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which
certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company
or such Subsidiary;


 


(c)               
Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent
and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested
by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; and


 


(d)               
Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the
Administrative Agent or as otherwise determined by the Administrative Agent or any Lender to be required by regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.


 






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ARTICLE
V


 


Affirmative Covenants


 


Until the Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements
shall have been reimbursed, the Company shall, and shall (except in the case of the covenants set forth in Sections 5.01,
5.02, and 5.03) cause each Subsidiary to:


 


Section
5.01. Financial Statements. Deliver to the Administrative Agent and each Lender:


 


(a)                as
soon as practicable, but in any event on or prior to the date 90 days after the end of each fiscal year (or, if earlier, the
date five days after the date by which the Company shall be required to submit its Form 10-K (or any successor form) to the
SEC with respect to such fiscal year), commencing with the fiscal year ending on December 31, 2020, (i) a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, such consolidated statements to
be audited and accompanied by (i) a report and opinion of a Registered Public Accounting Firm of nationally recognized
standing or otherwise reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than
such exception or qualification that is with respect to, or expressly resulting solely from, the occurrence of an upcoming
Maturity Date under this Agreement that is scheduled to occur within one year from the time such report and opinion are
delivered) and any consolidating statements provided pursuant to clause (ii) below to be certified by a Responsible Officer
of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to
the consolidated financial statements of the Company and its Subsidiaries and (ii) consolidating statements of income or
operations for the Company and its Subsidiaries to the extent that such financial statements are prepared and distributed to
the senior management of the Company with respect to such fiscal year; and


 


(b)               
as soon as practicable, but in any event on or prior to the date 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company (or, if earlier, the date five days after the date by which the Company shall
be required to submit its Form 10-Q (or any successor form) to the SEC with respect to such fiscal quarter), commencing with the
fiscal quarter ending on March 29, 2020, (x) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and
for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, such consolidated
statements to be certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations
and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and
the absence of footnotes and (y) consolidating statements of income or operations for the Company and its Subsidiaries to the extent
that such financial statements are prepared and distributed to the senior management of the Company with respect to such fiscal
quarter, such consolidating statements to be certified by a Responsible Officer of the Company to the effect that such statements
are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company
and its Subsidiaries.


 


As to any information contained
in materials furnished pursuant to Section 5.02(d), the Company shall not be separately required to furnish such information under
clause (a) or (b) of this Section 5.01, but the foregoing shall not be in derogation of the obligation of the Company to furnish
the information and materials described in clauses (a) and (b) of this Section 5.01 at the times specified therein.


 






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Section
5.02. Certificates; Other Information. Deliver to the Administrative Agent and each Lender:


 


(a)               
concurrently with the delivery of the financial statements referred to in Section 5.01(a) and Section 5.01(b),
a duly completed Compliance Certificate signed by a Responsible Officer of the Company (which delivery may, unless the Administrative
Agent or a Lender requests executed originals, be by electronic communication including fax or e-mail and shall be deemed to be
an original authentic counterpart thereof for all purposes);


 


(b)               
promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management
letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company
by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;


 


(c)               
promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration
statements which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(d)               
promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities
of any Loan Party or any Subsidiary thereof having an aggregate outstanding principal amount in excess of the Threshold Amount
pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders
pursuant to Section 5.01 or any other clause of this Section 5.02;


 


(e)               
promptly, and in any event within five Business Days after receipt thereof by any
Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency
in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency
regarding financial or other operational results of any Loan Party or any Subsidiary thereof;


 


(f)                
in the event the Company or any Domestic Subsidiary shall (i) engage in any corporate reorganization, (ii) contribute
to the capital of or otherwise make an Investment in any Subsidiary or (iii) consummate any Disposition of property described in
Section 6.05(e), in each case other than in the ordinary course of business, which transaction shall result in Domestic Subsidiaries
that are not Domestic Subsidiary Guarantors (x) the total assets of which, in the aggregate, exceed fifteen percent (15.0%) of
the total assets of the Company and its Domestic Subsidiaries in the aggregate or (y) the Consolidated EBITDA of which, in the
aggregate for the most recent fiscal quarter, exceeds fifteen percent (15.0%) of the Consolidated EBITDA of the Company and its
Domestic Subsidiaries in the aggregate for such fiscal quarter, the Company shall, promptly and in any event within thirty days
of the consummation of such transaction, deliver to the Administrative Agent a supplement to Schedule 3.19 necessary to
make the representation set forth in Section 3.19 true and correct as of the date of such supplement; and


 






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(g)               
promptly, (x) such additional information regarding the business, financial or corporate affairs of the Company or
any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably
request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial
Ownership Regulation.


 


Documents required to be delivered
pursuant to Section 5.01(a) or Section 5.01(b) or Section 5.02(c) (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; 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: (i) the Company shall deliver paper copies of such documents to
the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) 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. Notwithstanding
anything contained herein, in every instance the Company shall be required to provide paper copies of the Compliance
Certificates required by Section 5.02(a) to the Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery,
and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Notwithstanding anything to the contrary in this Agreement (including Sections 5.02, 5.03 or 5.11), none of the Loan Parties
or any of their Subsidiaries will be required to disclose any document, information or other matter that (1) constitutes
non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure to the
Administrative Agent, the Lenders or their representatives is then prohibited by applicable law or any agreement binding on
the Company or its Subsidiaries or (3) is protected from disclosure by the attorney-client privilege or the attorney work
product privilege.


 


Each Borrower hereby acknowledges that
(a) the Administrative Agent will make available to the Lenders and each Issuing Bank materials and/or information provided by
or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on an Electronic System 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, each Issuing Bank 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 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Electronic System designated “Public Investor;” and (z) the Administrative Agent shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Electronic System not designated “Public Investor.”


 






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Section
5.03. Notices. Promptly after a Responsible Officer obtains knowledge of any of the following, notify the Administrative
Agent and each Lender:


 


(a)               
of the occurrence of any Default;


 


(b)               
of any matter (including (i) breach or non-performance of, or any default under, a Contractual Obligation of the
Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary
and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting
the Company or any Subsidiary, including pursuant to any applicable Environmental Laws) that has resulted or could reasonably be
expected to result in a Material Adverse Effect;


 


(c)               
of the occurrence of any ERISA Event that could reasonably be expected to result in a Material Adverse Effect;


 


(d)               
of any material change in accounting policies of, or financial reporting practices by, the Company or any Subsidiary;


 


(e)                of
the determination by the Registered Public Accounting Firm providing the opinion required under Section 5.01(a)(ii) (in
connection with its preparation of such opinion) or the Company’s determination at any time of the occurrence or
existence of any Internal Control Event; and


 


(f)                
any change in the information provided in any Beneficial Ownership Certification delivered to such Lender that would
result in a change to the list of beneficial owners identified in such certification.


 


Each notice pursuant to this Section 5.03
shall be (i) shall be in writing, and (ii) accompanied by a statement of a Responsible Officer of the Company setting forth details
of the occurrence referred to therein and, if appropriate, stating what action the Company has taken and proposes to take with
respect thereto. Each notice pursuant to Section 5.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.


 


Section
5.04. Payment of Obligations. Pay and discharge as the same shall become due and payable the following: (a) all material
tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; and (b) all lawful claims
which, if unpaid, would by law become a Lien upon its property; unless, in the case of any matter described in clauses (a) and
(b) above, the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary.


 


Section
5.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence
and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 6.04 or 6.05;
(b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse Effect.


 






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Section
5.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all
necessary repairs thereto and renewals and replacements thereof except in each case where the failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


Section
5.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates
of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against
by Persons engaged in the same or similar business and geographic area, of such types and in such amounts (after giving effect
to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other
Persons.


 


Section
5.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The
Company will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Company, its
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section
5.09. Books and Records. Maintain proper books of record and account, in which full, true and correct entries
(if applicable, in conformity with GAAP consistently applied) shall be made of all financial transactions and matters
involving the assets and business of the Company or such Subsidiary, as the case may be.


 


Section
5.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance
notice to the Company; provided, the Company shall pay all costs and expenses of only one such inspection per year (measured
beginning with the Effective Date and each anniversary thereof) by the Administrative Agent and its representatives and independent
contractors (and any representatives and independent contractors of the Lenders participating in such inspection); provided
further, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal
business hours and without advance notice.


 


Section
5.11. Use of Proceeds. Use the proceeds of the Loans, the issuance of Letters of Credit and other credit extensions
hereunder for general corporate purposes, working capital, capital expenditures, Permitted Acquisitions, to refinance the Existing
Credit Agreement and other Indebtedness (including the 2010 Senior Notes) and to otherwise finance transactions, in each case not
in contravention of any Law or of any Loan Document. No part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. No Borrower
will request any Borrowing or Letter of Credit, and no Borrower shall directly or knowingly indirectly use, and the Company shall
procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not directly or knowingly
indirectly 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) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 






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Section
5.12. Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions
of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Loan Party is organized
and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection
with the execution, delivery and performance by such Foreign Loan Party of the Loan Documents to which it is a party.


 


Section
5.13. Amendments to Governing Documents. Promptly furnish to the Administrative Agent any material amendment, supplement
or modification to any of such Person's Organization Documents permitted by Section 6.11; provided, that any public filing
with the SEC in respect of such material amendment, supplement or modification shall satisfy the requirements of this Section 5.13.


 


Section
5.14. Additional Domestic Subsidiary Guarantors. (a) In addition to causing each Material Domestic Subsidiary
as of the Effective Date to execute and deliver a Guaranty, each as required by Section 4.01(a), cause each Subsidiary that
becomes a Material Domestic Subsidiary after the Effective Date, as promptly as possible, but in any event within ninety (90)
days after submission to the Administrative Agent by the Company of a supplement to Schedule 3.19 as required by
Section 5.02(f) or Section 6.04(c)(iv) which supplement indicates that such Domestic Subsidiary has become a Material
Domestic Subsidiary, to (x) become a Domestic Subsidiary Guarantor by executing and delivering to the Administrative Agent a
counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate in order for
such Subsidiary to provide an unconditional guaranty of the Obligations and (y) deliver to the Administrative Agent documents
of the type referred to in Section 4.01(c) and, if requested by the Administrative Agent, favorable opinions of counsel to
such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the
documentation and other matters referred to in Section 4.01(b)), all in form, content and scope reasonably satisfactory to
the Administrative Agent.


 


(b)               
If at any time any Domestic Subsidiary of the Company that is not a Domestic Subsidiary Guarantor provides any Guarantee
with respect to any Indebtedness in excess of the Threshold Amount of the Company (including, without limitation, the 2010 Senior
Notes) or any Domestic Subsidiary Borrower other than the Obligations, cause such Subsidiary, as promptly as possible but in any
event within sixty (60) days after the date upon which such Subsidiary shall have guaranteed such Indebtedness, to (x) become a
Domestic Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty Agreement or
such other document as the Administrative Agent shall deem appropriate in order for such Subsidiary to provide an unconditional
guaranty of the Obligations and (y) deliver to the Administrative Agent documents of the type referred to in Section 4.01(c) and,
if requested by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things,
the legality, validity, binding effect and enforceability of the documentation and other matters referred to in Section 4.01(b)),
all in form, content and scope reasonably satisfactory to the Administrative Agent.


 


(c)               
Notwithstanding anything to the contrary in this Agreement, no (x) Foreign Subsidiary that is a CFC, (y) Subsidiary
substantially all of the assets of which consist of Equity Interests or securities in one or more Foreign Subsidiaries that are
CFCs, so long as such Subsidiary does not conduct any business or activities other than the ownership of such Equity Interests
and/or securities and does not incur and is not otherwise liable for any Indebtedness or other liabilities or (z) Subsidiary whose
Equity Interests are beneficially owned directly or indirectly by a Foreign Subsidiary that is a CFC, shall be required to become
a Subsidiary Guarantor.


 


Section
5.15. Further Assurances. Cooperate with the Lenders and the Administrative Agent and execute such further instruments
and documents as the Lenders or the Administrative Agent shall reasonably request to carry out to their satisfaction the transactions
contemplated by this Agreement and the other Loan Documents.


 






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ARTICLE
VI



Negative Covenants


 


Until the Commitments
have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have
been reimbursed, the Company shall not, nor shall it permit any Subsidiary to, directly or indirectly:


 


Section
6.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, other than the following:


 


(a)               
Liens pursuant to any Loan Document;


 


(b)               
Liens existing on the date hereof and listed on Schedule 6.01 and any renewals or extensions thereof, provided
that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured or benefited thereby is not
increased except as contemplated by Section 6.03(b) and (iii) any renewal or extension of the obligations secured or benefited
thereby is permitted by Section 6.03;


 


(c)               
Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)               
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested
in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on
the books of the applicable Person;


 


(e)               
pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by ERISA;


 


(f)                
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations,
surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business;


 


(g)               
easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate,
are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the applicable Person;


 


(h)               
Liens securing judgments for the payment of money not constituting an Event of Default under clause (h) of Article
VII (including due to any such judgment having been stayed pending appeal) or securing appeal or other surety bonds related to
such judgments;


 


(i)                
Liens securing Indebtedness permitted under Section 6.03(c), 6.03(g) and 6.03(h);


 






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(j)                
Liens on any property owned by any Subsidiary that is not a Loan Party;


 


(k)               
Liens securing Indebtedness permitted under Section 6.03(i); provided, that (i) if the grantor of such Liens
is a Domestic Loan Party, the grantee of such Liens must be a Domestic Loan Party and (ii) if the grantor of such Liens is a Foreign
Loan Party, the grantee of such Liens must be a Loan Party;


 


(l)                
Liens on equipment or real estate, or both, and proceeds thereof, securing Indebtedness permitted under Section 6.03(m);


 


(m)              Liens
granted to or for the benefit of holders of 2010 Senior Notes pursuant to the terms of the 2010 Senior Note Documents (or
noteholders with respect to substantially similar senior note purchase agreements having restrictive covenants which are not
more onerous to the Company than the 2010 Senior Note Purchase Agreement as it may be amended in accordance with this
Agreement) to the extent, and only to the extent, (i) such Liens were required to be granted as a result of cash collateral
being required to be pledged hereunder upon any Lender becoming a Defaulting Lender and (ii) the proportion of the value of
the collateral securing such obligations relative to the outstanding principal balance of such notes is equal to the
proportion that such cash collateral bears to the Obligations (including LC Exposure), or the value of the collateral
securing such obligations is equal to the amount of such cash collateral;


 


(n)               
Liens on deposits, deposit accounts, investment accounts and similar accounts, credit balances in such accounts and
related rights of Foreign Subsidiaries of the Company securing the obligations of Foreign Subsidiaries of the Company arising under
and with respect to Permitted Foreign Cash Management Arrangements and granted in favor of institutions providing such arrangements
and affiliates thereof;


 


(o)               
Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted
pursuant to Section 6.02(h) or 6.02(i) to be applied against the purchase price for such Investment or (ii) consisting of
an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent
such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;


 


(p)               
Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code
on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts
incurred in the ordinary course of business and not for speculative purposes and (iii) in favor of a banking or other financial
institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the
right of setoff) and that are within the general parameters customary in the banking industry;


 


(q)               
Liens existing on property at the time of (and not in contemplation of) its acquisition or existing on the property
of any Person at the time such Person becomes (and not in contemplation of such Person becoming) a Subsidiary; provided
that such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other
than after-acquired property of such acquired Subsidiary);


 


(r)                
purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar
public filings;


 


(s)                
Liens arising under Article 24 of the general terms and conditions (Algemene Bank Voorwaarden) of any member
of the Dutch Bankers' Association (Nederlandse Verening van Banken) or any similar term applied by a financial institution
in The Netherlands pursuant to its general terms and conditions;


 






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(t)                
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(u)               
Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory
or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances
or documentary letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or such other goods in the ordinary course of business;


 


(v)               
leases, licenses, subleases or sublicenses granted to others in the ordinary
course of business (or other agreement under which the Company or any Subsidiary has granted rights to end users to access and
use any Borrower’s or any Subsidiary’s products, technologies or services) which do not (i) interfere in any material
respect with the business of the Company and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; and


 


(w)             
other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not
to exceed $25,000,000.


 


Section
6.02. Investments. Make any Investments, except:


 


(a)               
existing Investments in Subsidiaries and other Investments in existence on the Effective Date and described in Schedule
6.02, and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed
or extended as determined as of such date of renewal or extension;


 


(b)               
Investments held by the Company or such Subsidiary in the form of cash equivalents or short-term marketable debt
securities;


 


(c)               
subject to the limitations set forth in Sarbanes-Oxley and all rules and regulations related thereto, (i) advances
to officers, directors and employees of the Company and Subsidiaries for travel, entertainment, relocation and analogous ordinary
business purposes and (ii) loans to employees of the Company pursuant to the terms of the Company’s non-qualified stock option
or other equity plan, secured by pledges of the Equity Interests of the Company owned by such employee; provided that the
aggregate outstanding amount of such Investments permitted pursuant to this Section 6.02(c) shall not exceed $3,000,000 at any
time;


 


(d)               
Investments from the Company to any Subsidiary or from any Subsidiary to the Company or any other Subsidiary;


 


(e)               
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(f)                
Guarantees permitted by Section 6.03;


 


(g)               
Investments (other than Investments permitted pursuant to Section 6.02(a)) in or to joint ventures in lines of business
that are the same or similar to the line of business in which the Company and its Subsidiaries are then engaged prior to such Investment;
provided, that such Investments consisting of loans, advances, Guarantees or cash capital contributions shall not exceed
$50,000,000 in the aggregate at any time outstanding;


 






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(h)               
Investments in Permitted Acquisitions; and


 


(i)                
other Investments, provided that no Default shall have occurred and be continuing as of the date such Investment
is made or would result therefrom.


 


Section
6.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)               
Indebtedness under the Loan Documents;


 


(b)               
Indebtedness outstanding on the date hereof and listed on Schedule 6.03, and any refinancings, refundings,
renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized
thereunder;


 


(c)               
obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract,
provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose
of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated
by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market
view;”


 


(d)               
unsecured Indebtedness of the Company and any other Loan Party (including, without limitation, the 2010 Senior Notes);


 


(e)               
(i) unsecured Indebtedness of any Subsidiary of the Company that is not a Loan Party and (ii) secured Indebtedness
(including Attributable Indebtedness in respect of capital leases, Synthetic Lease Obligations and Permitted Receivables Purchase
Facilities and Indebtedness in respect of purchase money obligations for fixed or capital assets) of Subsidiaries that are not
Loan Parties, in an aggregate outstanding principal amount not to exceed at any time 12.5% of Consolidated Total Assets as of the
end of the preceding fiscal year;


 


(f)                
Indebtedness of any Person that becomes a Subsidiary after the Effective Date, which Indebtedness is existing at
the time such Person becomes a Subsidiary and is not incurred in contemplation of such Person becoming a Subsidiary and is non-recourse
to (and is not assumed by any of) the Company or any Subsidiary (other than any Subsidiary of such Person that is a Subsidiary
on the date such Person becomes a Subsidiary after the Effective Date);


 


(g)               
secured Indebtedness (including Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations
and Indebtedness in respect of purchase money obligations for fixed or capital assets, but excluding Attributable Indebtedness
in respect of Permitted Receivables Purchase Facilities) of the Company or any of its Subsidiaries in an aggregate principal amount
not to exceed $100,000,000 at any time outstanding;


 


(h)               
Attributable Indebtedness in respect of Permitted Receivables Purchase Facilities
in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;


 






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(i)                
Indebtedness of (i) the Company owing to any Subsidiary thereof or (ii) any Subsidiary owing to the Company or any
other Subsidiary;


 


(j)                
Indebtedness arising under guarantees entered into pursuant to Section 2:403 of the Dutch Civil Code in respect of
a Subsidiary of the Initial Dutch Borrower incorporated in The Netherlands and any residual liability with respect to such guarantees
arising under Section 2:404 of the Dutch Civil Code;


 


(k)               
any joint and several liability arising as a result of any of the Loan Parties being included in a fiscal unity (fiscale
eenheid) in The Netherlands or its equivalent in any other relevant jurisdiction;


 


(l)                
Guarantees of (i) the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary and (ii)
subject to Section 5.14(b), any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any other
Subsidiary; and


 


(m)             
Indebtedness secured by equipment or real estate, or both, and proceeds thereof, which is assumed or continued in
connection with Permitted Acquisitions under Section 6.04(c), but not incurred in anticipation or as a result thereof.


 


Section
6.04. Fundamental Changes; Permitted Acquisitions. Merge, dissolve, liquidate, consolidate with or into another Person,
Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to or in favor of any Person, or agree to or effect any Acquisition except that, so long as no Default exists
or would result therefrom:


 


(a)               
any Subsidiary may liquidate, dissolve, or dissolve voluntarily into, and may merge with and into (i) the Company,
provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided
that (x) when any Domestic Subsidiary Borrower is liquidating or dissolving into, or merging with and into, another Subsidiary,
a Domestic Subsidiary Borrower shall be the continuing or surviving Person, (y) when any Domestic Subsidiary Guarantor is liquidating
or dissolving into, or merging with and into, another Subsidiary other than any Domestic Subsidiary Borrower, a Domestic Subsidiary
Guarantor shall be the continuing or surviving Person and (z) when any Foreign Subsidiary Borrower is liquidating or dissolving
into, or merging with and into, another Subsidiary other than any Domestic Loan Party, a Foreign Subsidiary Borrower shall be the
continuing or surviving Person;


 


(b)               
any Subsidiary (other than any Subsidiary Borrower) may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction
is a Domestic Subsidiary Guarantor, then the transferee must be a Domestic Loan Party;


 






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(c)               
the Company or any Subsidiary may consummate any Acquisition with respect to which the following conditions are satisfied
(a “Permitted Acquisition”):


 


(i)                
the Person to be acquired (the “Target”) is not engaged in any material line of business substantially
different from those lines of business conducted by the Company and its Subsidiaries on the date hereof or any business substantially
related or incidental thereto;


 


(ii)              
the board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of each of
the Company or the applicable Subsidiary and of the Target has approved such Acquisition; provided, that, in the case of
any Target that is a Public Company, such approval of the board of directors of the Target shall have been obtained prior to any
tender offer or similar solicitation of the holders of voting securities of the Target and shall not have been withdrawn;


 


(iii)            
any Indebtedness directly or indirectly incurred or assumed in connection with such Acquisition shall have been permitted
to be incurred or assumed pursuant to Section 6.03;


 


(iv)             
if the Purchase Price for such Acquisition is greater than or equal to $100,000,000, then concurrent with the consummation
of such Acquisition, the Company shall have delivered to the Administrative Agent (A) a Compliance Certificate prepared on a Pro
Forma Basis demonstrating that the Consolidated Leverage Ratio as of the end of the most recent fiscal quarter for which financial
statements are available prior to the date of the consummation of such Acquisition and after giving effect to such Acquisition
shall not be greater than the maximum permitted Consolidated Leverage Ratio as of the end of the most recent fiscal quarter pursuant
to Section 6.13(b), (B) a supplement to Schedule 3.19 setting forth Domestic Subsidiaries of the Company necessary to make
the representation and warranty set forth in Section 3.19 true and correct after giving effect to such Permitted Acquisition and
(C) a certificate from a Responsible Officer of the Company to the effect that (1) the Company and its Subsidiaries, on a consolidated
and consolidating basis, will be solvent both before and after consummating such Acquisition and (2) no Default or Event of Default
then exists or would result after giving effect to such Acquisition;


 


(v)               
in the case of an Acquisition by the Company or such Subsidiary of (i) Equity Interests of any Target organized under
the laws of the United States or any State thereof, the Target shall become a direct or indirect wholly owned Subsidiary of the
Company or (ii) any business or line of business of any Target, such business or line of business shall be acquired by a direct
or indirect wholly owned subsidiary of the Company;


 


(vi)             
the business to be acquired would not subject the Administrative Agent or any Lender to regulatory or third party
approvals in connection with the exercise of any of its rights and remedies under this Agreement or any other Loan Document; and


 


(vii)           
no contingent obligations or liabilities will be incurred or assumed in connection with such acquisition which (x)
are required to be described in the footnotes of the Company’s financial statements in accordance with GAAP and (y) could
reasonably be expected to have a Material Adverse Effect.


 






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Section
6.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:


 


(a)               
Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business;


 


(b)               
Dispositions of inventory in the ordinary course of business;


 


(c)               
Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities;


 


(d)               
Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the
purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;


 


(e)               
Dispositions of property by (i) the Company to any Subsidiary or (ii) any Subsidiary to the Company or any other
Subsidiary; provided, that the aggregate book value of all property subject to Specified JV/Intercompany Asset Transfers
in any fiscal year, together with the book value of all property Disposed of in reliance on Section 6.05(i) during such fiscal
year, shall not exceed 20% of Consolidated Total Assets as of the end of the preceding fiscal year;


 


(f)                
Dispositions permitted by Section 6.04;


 


(g)               
Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions; provided,
that the book value of all property Disposed of in connection with such transactions from and after the Effective Date shall not
exceed $25,000,000;


 


(h)               
licenses of IP Rights;


 


(i)                
Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 6.05; provided
that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book
value of all property Disposed of in reliance on this clause (i) in any fiscal year, together with the book value of all property
subject to Specified JV/Intercompany Asset Transfers during such fiscal year, shall not exceed 20% of Consolidated Total Assets
as of the end of the preceding fiscal year;


 


(j)                
the lapse, abandonment or discontinuance of the use or maintenance of any IP Rights if previously determined by the
Company or any Subsidiary in its reasonable business judgment that such lapse, abandonment or discontinuance is desirable in the
conduct of its business; and


 


(k)               
any transfer of assets of the Company or any Subsidiary to the Company or any other Subsidiary in exchange for assets
of such transferee so long as the fair market value of any property or assets received is at least equal to the fair market value
of the property or assets transferred;


 


provided, however, that any
Disposition pursuant to clauses (c), (d), (g) and (i) above shall be for fair market value.


 


Section
6.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so unless no Default shall have occurred and be continuing at the date of declaration or payment
thereof or would result therefrom.


 


Section
6.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines
of business conducted by the Company and its Subsidiaries on the date hereof or any business substantially related or incidental
thereto.


 






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Section
6.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether
or not in the ordinary course of business, other than:


 


(a)               
transactions on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be
obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than
an Affiliate;


 


(b)               
transactions relating to any Permitted Receivables Purchase Facility;


 


(c)               
employment and severance arrangements and confidentiality agreements between the Company and the Subsidiaries and
their respective officers and employees in the ordinary course of business and transactions pursuant to stock option, profits interest
and other equity plans and employee benefit plans and arrangements;


 


(d)               
transactions between or among the Company or any of the Subsidiaries or any entity that becomes a Subsidiary as a
result of such transaction, and in each case not involving any other Affiliate; and


 


(e)               
payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate
as a result of Investments by the Company and the Subsidiaries in such joint venture) in the ordinary course of business and to
the extent otherwise permitted under Section 6.02.


 


Section
6.09. Burdensome Agreements. Enter into or be subject to any Contractual Obligation (other than this Agreement or
any other Loan Document, the 2010 Senior Note Documents, or other agreements governing Indebtedness otherwise permitted hereunder
and having restrictive covenants which are not more onerous to the Company than the 2010 Senior Note Purchase Agreement as it may
be amended in accordance with this Agreement) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to
any Loan Party or to otherwise transfer property to any Loan Party, (ii) of any Material Domestic Subsidiary or any other Domestic
Loan Party to Guarantee the Indebtedness of the Company or any Subsidiary Borrower, (iii) of any Foreign Loan Party to Guarantee
the Indebtedness of any Foreign Subsidiary Borrower or (iv) of the Company or any Subsidiary to create, incur, assume or suffer
to exist Liens on property of such Person; provided, however, that the foregoing clauses shall not apply to any Contractual
Obligations that:


 


(a)               
include a negative pledge incurred or provided in favor of any holder of Indebtedness in respect of capital leases,
Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, in each case solely to the extent any such
negative pledge relates to the property financed by or the subject of such Indebtedness;


 


(b)               
are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such Contractual Obligations
were not entered into in contemplation of such Person becoming a Subsidiary;


 


(c)               
are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted
under Section 6.02 and applicable solely to such joint venture entered into in the ordinary course of business;


 


(d)               
are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any
Borrower or any Subsidiary;


 


(e)               
are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 






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(f)                
are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course
of business;


 


(g)               
arise in connection with cash or other deposits permitted under Section 6.01;


 


(h)               
apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having
jurisdiction over the Company or any Subsidiary;


 


(i)                
are customary restrictions that arise in connection with any Disposition permitted by Section 6.05 applicable pending
such Disposition solely to the assets (including Equity Interests) subject to such Disposition;


 


(j)                
are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so
long as such restrictions relate to the assets subject thereto; or


 


(k)               
are restrictions with respect to any Foreign Subsidiary under or with respect to Permitted Foreign Cash Management
Arrangements or Indebtedness of such Foreign Subsidiary permitted by this Agreement and, in the case of such Indebtedness, is issued
on then-market terms and contains restrictions customary for Indebtedness of such type, in each case as determined in the good
faith judgment of the Company or such Foreign Subsidiary, and the documents, instruments and agreements entered into in connection
therewith.


 


Section
6.10. Use of Proceeds. Use the proceeds of any Loan, any issuance of Letters of Credit or any other credit extension
hereunder, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, unless, in each case, the representations and warranties
in Section 3.14(a) would be true and correct after giving effect to such purchase, carrying or extension of credit as if such representations
and warranties were remade on the date thereof.


 


Section
6.11. [Reserved].


 


Section
6.12. Senior Note Documents. Amend, supplement or otherwise modify the terms of any of the 2010 Senior Note Documents
unless such amendment, supplement or modification could not reasonably be expected to (i) have a Material Adverse Effect or (ii)
have a material adverse effect on the rights and interests of the Administrative Agent and the Lenders under the Loan Documents.


 


Section
6.13. Financial Covenants.


 


(a)               
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any
fiscal quarter of the Company to be less than 3.50 to 1:00.


 


(b)               
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at the end of any fiscal quarter of the
Company to be greater than 3.25 to 1:00; provided, that (x) so long as no Event of Default exists at such time or would
result therefrom, the Company may, on not more than three (3) occasions during the term of this Agreement, elect to increase the
maximum Consolidated Leverage Ratio permitted under this Section 6.13(b) to 3.75 to 1.00 for a period of four consecutive fiscal
quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration
paid or to be paid in respect of such Permitted Acquisition exceeds $100,000,000 and (each such period, an “Adjusted Covenant
Period”) and (y) notwithstanding the foregoing clause (x), the Company may not elect a new Adjusted Covenant Period for
at least two (2) full fiscal quarters following the end of another Adjusted Covenant Period.


 






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ARTICLE
VII


 


Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)               
Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein,
and in the currency required hereunder, any amount of principal of any Loan or any LC Exposure or (ii) within five days after the
same becomes due, any interest on any Loan or on any LC Exposure, any fee due hereunder or any other amount payable hereunder or
under any other Loan Document; or


 


(b)               
Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any
of Section 5.01, 5.02, 5.03, 5.05, 5.10, 5.11 or 5.14 or Article VI; or


 


(c)               
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified
in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues
for 30 days; or


 


(d)               
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith (i) with respect to any representations, warranties, certifications or statements that contain
a materiality qualifier, shall be incorrect or misleading in any respect when made or deemed made and (ii) with respect to any
representations, warranties, certifications or statements that do not contain a materiality qualifier, shall be incorrect or misleading
in any material respect when made or deemed made; or


 


(e)                Cross-Default.
(i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of
which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any Event of Default (under and as defined in such Swap Contract) as to which the Company or any
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such
Swap Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap
Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii)
there occurs any termination, liquidation, unwind or similar event or circumstance under any Permitted Receivables Purchase
Facility, which permits any purchaser of receivables thereunder to cease purchasing such receivables or to apply all
collections on previously purchased receivables thereunder to the repayment of such purchaser’s interest in such
previously purchased receivables (other than any such event or circumstance that arises solely as a result of a down-grading
of the credit rating of any bank or financial institution not affiliated with the Company that provides liquidity, credit or
other support in connection with such facility) and the Attributable Indebtedness in respect of such Permitted Receivables
Purchase Facility is greater than the Threshold Amount; or


 






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(f)                
Insolvency Proceedings, Etc. Any Borrower or Material Domestic Subsidiary institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents
to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its property (or any Borrower or Material Domestic Subsidiary takes any corporate action to authorize
or effect any of the foregoing actions); or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
45 calendar days, or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its
property is instituted without the consent of such Person and continues undismissed or unstayed for 45 calendar days, or an order
for relief is entered in any such proceeding (or any Borrower or Material Domestic Subsidiary fails to contest in good faith any
such appointment or proceeding); or


 


(g)               
Inability to Pay Debts; Attachment. (i) Any Borrower or Material Domestic Subsidiary becomes unable or admits
in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or


 


(h)               
Judgments. There is entered against any Borrower or Material Domestic Subsidiary (i) any one or more final
judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final
judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and,
in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period
of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect; or


 


(i)                
ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which, when taken together
with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, or (ii) the
Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment
with respect to its Withdrawal Liability under a Multiemployer Plan in an aggregate amount which could reasonably be expected to
result in a Material Adverse Effect; or


 


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


 






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


 


then, and in every such event (other than
an event with respect to any Borrower described in clause (f) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to the Company, take
any or all of the following actions, at the same or different times: (i) terminate the Commitments (including the Letter of
Credit Commitments), and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to
be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrowers, (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof and (iv) exercise on
behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks
under the Loan Documents and applicable Law; and in case of any event with respect to any Borrower described in clause (f)
of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral
for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the
other Loan Documents, shall automatically become due and payable, and the obligation of the Borrowers to cash collateralize the
LC Exposure as provided in clause (iii) above shall automatically become effective, in each case, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance
of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and
remedies provided to the Administrative Agent under the Loan Documents or at law or equity.


 


ARTICLE
VIII



The Administrative Agent


 


Section
8.01. Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named
as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under
the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its
behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent
under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender
and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under,
each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the
Administrative Agent may have under such Loan Documents.


 


(b)                As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the
Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the
Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each
Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that
(i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an
indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such
action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may
be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or
relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in
violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further,
that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such
instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any Borrower, any Subsidiary or any Affiliate of any of the foregoing
that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.
Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.


 






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(c)               
In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is
acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating
to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the
generality of the foregoing:


 


(A)             
the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other
relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than
as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred
and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or
in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied
(or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market
custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each
Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by
the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and


 


(B)             
nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for
any sum or the profit element of any sum received by the Administrative Agent for its own account;


 


(d)               
The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and
any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative
Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent
jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agent.


 


(e)               
None of any Co-Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger shall have obligations or
duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder
in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.


 


(f)                
In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal
of any Loan or any reimbursement obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but
not obligated) 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,
LC Disbursements 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 Issuing Banks and the Administrative Agent (including any claim under Section 2.12,
2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and


 






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(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 proceeding is hereby authorized by each Lender and each
Issuing Bank 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 or the Issuing Banks, to pay to the Administrative Agent any amount due to
it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). 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 Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any
Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in
any such proceeding.


 


(g)               
The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing
Banks, and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions set
forth in this Article, none of the Company or any Subsidiary, or any of their respective Affiliates, shall have any rights as a
third party beneficiary under any such provisions. Each Lender or Affiliate of a Lender, whether or not a party hereto, will be
deemed, by its acceptance of the benefits of the Guarantees of the Obligations provided under the Loan Documents, to have agreed
to the provisions of this Article.


 


Section
8.02. Administrative Agent’s Reliance, Indemnification, Etc. (a) Neither the Administrative Agent nor any of
its Related Parties shall be (i) liable to any Lender for any action taken or omitted to be taken by such party, the Administrative
Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent
of 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 to be necessary, under the circumstances as provided in the Loan Documents) or
(y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined
by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained
in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party to perform its obligations hereunder or thereunder.


 


(b)               
The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances
set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section
5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative
Agent by the Company, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it
is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by
the Company, a Lender or an Issuing Bank. Further, 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 any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence
of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan
Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV
or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly
required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described
therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative
Agent shall not be liable for, or be responsible for any claim, liability, loss, cost or expense suffered by any Borrower, any
Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Credit Exposure, any of the component amounts
thereof or any portion thereof attributable to each Lender or Issuing Bank, or any Exchange Rate or calculation of any Dollar Amount.


 






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(c)               
Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its
holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the
extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrowers), independent
public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation
to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations
made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) 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 Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance
of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur
no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate
or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other
distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise
authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents
for being the maker thereof).


 


(d)               
The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire
into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality
of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender
or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or
arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.


 


Section
8.03. Posting of Communications. (a) The Company agrees that the Administrative Agent may, but shall not be obligated
to, make the Loan Documents and any Communications available to the Lenders and the Issuing Banks by posting the Communications
on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other Electronic System or electronic platform chosen by the
Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 


(b)               
Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security
procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date,
a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method
whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing
Banks and the Company acknowledges and agrees that the distribution of material through an electronic medium is not necessarily
secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender
that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such
distribution. Each of the Lenders, each of the Issuing Banks and the Company hereby approves distribution of the Communications
through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 






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(c)               
THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE
AGENT, ANY JOINT LEAD ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY CO-SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES
(COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY
OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES
OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic
Platform.


 


(d)               
Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications
have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for
purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which
could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable)
email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may
be sent to such email address.


 


(e)               
Each of the Lenders, each of the Issuing Banks and the Company agrees that the Administrative Agent may, but (except
as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in
accordance with the Administrative Agent’s generally applicable document retention procedures and policies.


 


(f)                
Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any
notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section
8.04. The Administrative Agent Individually. With respect to its Commitment, Loans (including Swingline Loans), Letter
of Credit Commitments and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same
rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any
other Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required
Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in
its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative
Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of banking, trust or other business with, any Borrower, any Subsidiary or
any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account
therefor to the Lenders or the Issuing Banks.


 






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Section
8.05. Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’
prior written notice thereof to the Lenders, the Issuing Banks and the Company, whether or not a successor Administrative Agent
has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall
be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject
to the prior written approval of the Company (which approval may not be unreasonably withheld and shall not be required while
an Event of Default under clause (a), (f) or (g) of Article VII has occurred and is continuing). Upon the acceptance of
any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed
to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance
of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary
to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. The fees payable
by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between such Borrower and such successor.


 


(b)               
Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been
so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders,
the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the
retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents;
and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan
Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to
such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative
Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s
resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement
and indemnification provisions set forth in any other Loan Document, 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.


 


Section
8.06. Acknowledgments of Lenders and Issuing Banks. (a) Each Lender represents that it is engaged in making, acquiring
or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the
Administrative Agent, any Joint Lead Arranger, any Co-Syndication Agent, any Co-Documentation Agent or any other Lender, 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. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger
any Co-Syndication Agent, any Co-Documentation Agent or any other Lender, 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 Effective 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 Effective Date.


 






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Section
8.07. Certain ERISA Matters.


 


(a)               
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and its respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company
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 the Plan Asset Regulations) of one or more
Benefit 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.


 


(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender
or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being
a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to
or for the benefit of the Company 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 (including in connection with the reservation or exercise of any rights by
the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 






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ARTICLE
IX


 


Miscellaneous


 


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


 


(i)                
if to any Borrower, to it c/o Watts Water Technologies, Inc., 815 Chestnut Street, North Andover, Massachusetts
01845, Attention of Timothy M. MacPhee, Treasurer (Telecopy No. (978) 794-0353; Telephone No. (978) 689-6201);


 


(ii)              
if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, Illinois 60603-2003,
Attention of Karen Stofer-Williams (Telecopy No. (844) 460-5663), with a copy to JPMorgan Chase Bank, N.A., 50 Rowes
Wharf, 5th Floor, Boston, MA 02110, Attention of Robert Arrieta (Telecopy No. (617) 275-2649);


 


(iii)            
if to JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South
Dearborn Street, Chicago, Illinois 60603-2003, Attention of Karen Stofer-Williams (Telecopy No. (844) 460-5663);


 


(iv)             
if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Chicago, Illinois
60603-2003, Attention of Karen Stofer-Williams (Telecopy No. (844) 460-5663); and


 


(v)               
if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative
Questionnaire.


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (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 Approved
Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)               
Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by
using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.
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.


 


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


 


(c)               
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice
to the other parties hereto.


 






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Section
9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such
Default at the time.


 


(b)               
Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or an increase in Commitments
and Section 2.21 with respect to the extension of the then-existing Maturity Date, and subject to Section 2.14(c) and clauses
(c) and (e) below, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent
with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any
Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected
thereby (provided that (x) only the consent of the Required Lenders shall be necessary to amend the provisions of Section
2.13(c) or to waive any obligation of any Borrower to pay interest or any other amount at the interest rate prescribed in such
Section and (y) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial
covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)),
(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon,
or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (d) in
a manner that would alter the waterfall provisions thereof or the pro rata sharing of payments required thereby, without
the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it
being understood that, solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Term
Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis
as the Commitments and the Loans are included on the Effective Date) or (vi) (1) release the Company from its obligations
under the Guaranty or (2) release all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty,
in each case, without the written consent of each Lender; provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be (it
being understood that any change to Section 2.24 shall require the consent of the Administrative Agent, the Issuing Banks and
the Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of
this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification
referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender
shall be directly affected by such amendment, waiver or other modification.


 






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(c)               
Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to
permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share
ratably in the benefits of this Agreement and the other Loan Documents with the Loans, Incremental Term Loans and the accrued interest
and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders and Lenders.


 


(d)               
If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender”
or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other
necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which
is reasonably satisfactory to the Company and the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks
and the Swingline Lender) shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b)
of Section 9.04, and (ii) each Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement
(1) the outstanding principal amount of its Loans and participations in LC Disbursements and all interest, fees and other
amounts then accrued but unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination,
including without limitation payments due to such Non-Consenting Lender under Section 2.15 and 2.17, and (2) an amount, if
any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans
of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that
(x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the
Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and
Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are
participants), and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to
be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness
of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence
such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to
or warranty by the parties thereto.


 


(e)               
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrowers only,
amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect
or inconsistency.


 






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Section
9.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates and the Joint Lead Arrangers and their respective Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Joint Lead Arrangers and their respective
Affiliates, in connection with the syndication and distribution (including, without limitation, via the internet or through a service
such as Intralinks) of the credit facilities provided for herein, the preparation 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 Issuing Bank
in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement
or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section,
or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 


(b)               
The Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with,
or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby,
the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental
Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation, arbitration 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 of its Subsidiaries or any of their respective equity holders, Affiliates
or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Company against an Indemnitee for a material breach in
bad faith of such Indemnitee’s express obligations hereunder, if the Company has obtained a final and non-appealable judgment
in its favor on such claim as determined by a court of competent jurisdiction. This Section 9.03(b) shall not apply with respect
to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.


 






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(c)               
To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, any
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent, and each Lender severally agrees to pay to such Issuing Bank or the Swingline Lender, 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 (it being understood that the Company’s failure to pay any such amount shall not
relieve the Company of any default in the payment thereof); 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,
such Issuing Bank or the Swingline Lender in its capacity as such.


 


(d)               
To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against
any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), or (ii) 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 or thereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)               
All amounts due under this Section shall be payable not later than fifteen (15) days after written demand
therefor.


 


Section
9.04. Successors and Assigns. (a) 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 (including any Affiliate of any Issuing Bank
that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such
consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except
in accordance with this Section. 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 (including any Affiliate of any Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)               
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons
(other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld or delayed) of:


 






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(A)             
the Company (provided 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 five (5) Business Days after having received notice thereof);
provided, further, that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of
a Lender, an Approved Fund or, if an Event of Default under clause (a), (f) or (g) of Article VII has occurred and is continuing,
any other assignee;








 


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving
effect to such assignment;


 


(C)             
each Issuing Bank; and


 


(D)             
the Swingline Lender.


 


(ii)              
Assignments shall be subject to the following additional conditions:


 


(A)             
except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment
of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or 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) shall not be less than $5,000,000, unless each of the Company and the Administrative
Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clause
(a), (f) or (g) of Article VII has occurred and is continuing;


 


(B)             
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement;


 


(C)             
the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption
or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic
Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with
a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared
between such Lenders;


 


(D)             
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Company and its Affiliates and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws,
including Federal and state securities laws; and


 


(E)              
other than assignments to an existing Lender, any assignment or transfer to or assumption by any Person of all or
a portion of a Lender's rights and obligations under this Agreement (including all or a portion of its Commitment or Loans) with
respect to a Dutch Borrower shall only be permitted if such Person is a Dutch Non-Public Lender.


 


For the purposes of this
Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 






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


 


“Ineligible
Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Company, any of its Subsidiaries
or any of its Affiliates, (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
person or relative(s) thereof, (e) a Disqualified Institution or (f) unless the Commitments have terminated, any Person that is
not able to make Loans denominated in Foreign Currencies.


 


(iii)            
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the
effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto 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 Section 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph (c) of this Section.


 


(iv)             
The Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one
of its offices 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 Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Bank and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


 


(v)                Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or
(y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved
Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants,
the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that if either the assigning Lender
or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e),
2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.


 






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(c)               
Any Lender may, without the consent of, or any notice to, any Borrower, the Administrative Agent, the Issuing Banks
or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”), other
than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations; and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.
Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements
and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required
under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be
subject to the provisions of Section 2.18 and Section 2.19 as if it were an assignee under paragraph (b) of this Section;
and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.18(d) 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 Borrowers, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


(d)               
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.


 






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Section
9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan
Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Banks or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest
on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the
Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof
or thereof.


 


Section
9.06. Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements
with respect to (i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of any
Issuing Bank 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 4.01, 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 which, when taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other
electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Agreement; provided that, upon the reasonable request of the Administrative Agent (or any Lender acting through
the Administrative Agent), each Borrower shall provide an original executed signature page to this Agreement to any such requesting
Lender (it being understood that such original executed signature pages are not required to be delivered on the Effective Date).
The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein
shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.
Without limiting the generality of the foregoing, the Company hereby (i) 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 images of this Agreement or any other Loan Documents (in each case, including
with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original,
and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on
the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.


 






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Section
9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section
9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank
and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency
denominated) at any time held and other obligations at any time owing by such Lender, such Issuing Bank or such Affiliate to or
for the credit or the account of any Borrower or any Subsidiary Guarantor against any of and all of the Obligations held by such
Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations
may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the
branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.24 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing
Banks, 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 under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender
may have. Each Lender and Issuing Bank 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.


 


Section
9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance
with and governed by the law of the State of New York.


 


(b)               
Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding
the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender
relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby
or thereby shall be construed in accordance with and governed by the law of the State of New York.


 


(c)                Each
Borrower hereby 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 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 any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the
Administrative Agent or any of its Related Parties may only) be heard and determined in such federal or New York State court,
as the case may be. 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 any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any
Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.


 






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(d)               
Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(e)               
Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section
9.01. Each Subsidiary Borrower irrevocably designates and appoints the Company, as its authorized agent, to accept and acknowledge
on its behalf, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in
Section 9.09(c) in any federal or New York State court sitting in New York City. The Company hereby represents, warrants and confirms
that the Company has agreed to accept such appointment. Said designation and appointment shall be irrevocable by each such Subsidiary
Borrower until all Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Subsidiary Borrower
hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof
and such Subsidiary Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23. Each Subsidiary
Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(c)
in any federal or New York State court sitting in New York City by service of process upon the Company as provided in this Section
9.09(e); provided that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered
or certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Subsidiary Borrower
at its address set forth in the Borrowing Subsidiary Agreement to which it is a party or to any other address of which such Subsidiary
Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the Company). Each Subsidiary Borrower
irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service in such manner and
agrees that such service shall be deemed in every respect effective service of process upon such Subsidiary Borrower in any such
suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service
upon and personal delivery to such Subsidiary Borrower. To the extent any Subsidiary Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution of a judgment, execution or otherwise), each Subsidiary Borrower hereby irrevocably waives, to the
extent permitted by law, such immunity in respect of its obligations under the Loan Documents. Nothing in this Agreement or any
other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 


Section
9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, 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 PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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Section
9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting,
this Agreement.


 


Section
9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other advisors (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 (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise
of any remedies under this Agreement or any other Loan Document or any suit, 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 any Borrower and its obligations, (g) on a confidential basis
to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided for herein
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect
to the credit facilities provided for herein, (h) with the consent of the Company or (i) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent,
any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section,
 “Information” means all information received from the Company relating to the Company or its business, other
than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Company and other than information pertaining to this Agreement routinely
provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided
that, in the case of information received from the Company 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 LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.








 






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ALL INFORMATION, INCLUDING REQUESTS
FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION


 


ABOUT THE COMPANY, THE OTHER LOAN PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE
AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


Section
9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan
Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies
such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the Patriot Act.


 


Section
9.14. Releases of Subsidiary Guarantors.


 


(a)               
A Subsidiary Guarantor shall automatically be released from its obligations under the Guaranty upon the consummation
of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided
that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent
shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent
shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.


 


(b)               
Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request
of the Company, release any Subsidiary Guarantor from its obligations under the Guaranty if such Subsidiary Guarantor is no longer
a Subsidiary or is no longer required to be a Subsidiary Guarantor pursuant to the terms of this Agreement.


 


(c)               
At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts
payable under the Loan Documents and the other Obligations (other than obligations under any Swap Contract or any Banking Services
Agreement, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash,
the Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Guaranty and all obligations (other
than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate,
all without delivery of any instrument or performance of any act by any Person.


 


Section
9.15. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable
law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable
to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by
such Lender.


 






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Section
9.16. No Advisory or Fiduciary Responsibility.


 


(a)               
Each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party
will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party
is acting solely in the capacity of an arm’s length contractual counterparty to the Borrowers with respect to the Loan Documents
and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower
or any other Person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach
of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally,
each Borrower acknowledges and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting,
regulatory or any other matters in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters
and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or
in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to any Borrower with respect thereto.


 


(b)               
Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each
Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage
activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit
Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the
accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations)
of, the Borrowers and other companies with which the Borrowers may have commercial or other relationships. With respect to any
securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities
and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


(c)               
In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that
each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory
services) to other companies in respect of which the Company or its Subsidiaries may have conflicting interests regarding the transactions
described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions
contemplated by the Loan Documents or its other relationships with the Company or its Subsidiaries in connection with the performance
by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies.
Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated
by the Loan Documents, or to furnish to the Borrowers, confidential information obtained from other companies.


 


Section
9.17. Attorney Representation. If a Dutch Borrower is represented by an attorney in connection with the signing and/or
execution of the Agreement and/or any other Loan Document it is hereby expressly acknowledged and accepted by the parties to the
Agreement and/or any other Loan Document that the existence and extent of the attorney’s authority and the effects of the
attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of The Netherlands.


 


Section
9.18. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, 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:


 






    119


     


    

 


(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:


 


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


 


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


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers
of the applicable Resolution Authority.


 


Section
9.19. Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):


 


In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation
in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC
Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were
governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate
of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.
Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting
Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


[Signature Pages Follow]


 






    120


     


    







 


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


 


	 	WATTS WATER TECHNOLOGIES, INC.,
	 	as the Company
	 	 
	 	By	/s/ Timothy M. MacPhee
	 	 	Name: Timothy M. MacPhee
	 	 	Title: Vice President and Treasurer
	 	 
	 	WATTS EMEA HOLDING B.V.,
	 	as the Initial Dutch Borrower
	 	 
	 	By	/s/ Nigel Paul Wood
	 	 	Name: Nigel Paul Wood
	 	 	Title: Managing Director A
	 	 
	 	By	/s/ Oliver Paul Jean Giverdon
	 	 	Name: Oliver Paul Jean
    Giverdon
	 	 	Title: Managing Director B
	 	 
	 	JP MORGAN CHASE BANK, N.A.,
    individually as a
 Lender, as the Swingline Lender, as an Issuing Bank and 
 as Administrative Agent
	 	 
	 	By	/s/ Peter S. Predun
	 	 	Name: Peter S. Predun
	 	 	Title: Executive Director




 





	 	BANK OF AMERICA, N.A., individually as a
	 	Lender, as an Issuing Bank and as a Co-Syndication
	 	Agent
	 	 	 
	 	By:	/s/ Molly Kropp
	 	 	Name: Molly Kropp
	 	 	Title: Senior Vice President
	 	 	 
	 	TD BANK, N.A., individually as a Lender, as
	 	An Issuing Bank and as a Co-Syndication Agent
	 	 	 
	 	By:	/s/ Bernadette Collins
	 	 	Name: Bernadette Collins
	 	 	Title: Senior Vice President



 


Signature Page to Amended and Restated Credit
Agreement

Watts Water Technologies, Inc. et al


 






     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	Individually as a Lender, as an Issuing Bank and as
	 	A Co-Syndication Agent
	 	 	 
	 	By:	/s/ Suzannah Valdivia
	 	 	Name: SUZANNAH VALDIVIA
	 	 	Title: SENIOR VICE PRESIDENT
	 	 	 
	 	WELLS FARGO BANK, NATIONAL
	 	ASSOCIATION, individually as a Lender, as an
	 	Issuing Bank and as a Co-Syndication Agent
	 	 	 
	 	By:	/s/ Cody King
	 	 	Name: Cody King
	 	 	Title: Vice President
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	Individually as a Lender and as a Co-
	 	Documentation Agent
	 	 	 
	 	By:	/s/ Joe Guilmartin
	 	 	Name: Joe Guilmartin
	 	 	Title: Managing Director
	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	Individually as a Lender and as a Co-
	 	Documentation Agent
	 	 	 
	 	By:	/s/ Kelsey E Hehman
	 	 	Name: Kelsey E Hehman
	 	 	Title: Assistant Vice President
	 	 	 
	 	SANTANDER BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Daniel Wilansky
	 	 	Name: Daniel Wilansky
	 	 	Title: Vice President
	 	 	 
	 	TRUIST BANK, as a Lender
	 	 	 
	 	By:	/s/ Matthew J. Davis
	 	 	Name: Matthew J. Davis
	 	 	Title: Senior Vice President
	 	 	 
	 	HSBC BANK USA, NATIONAL
	 	ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ Shaun R Kleinman
	 	 	Name: Shaun R Kleinman
	 	 	Title: Senior Vice President



 


Signature Page to Amended and Restated Credit
Agreement

Watts Water Technologies, Inc. et al


 






     


     


    

 


	 	HSBC BANK CANADA, as  Lender
	 	 	 
	 	By:	/s/ James Stuart
	 	 	Name: James Stuart
	 	 	Title: AVP – Senior Relationship Manager
	 	 	 
	 	By:	/s/ Graham Carroll
	 	 	Name: Graham Carroll
	 	 	Title: AVP – Ontario Team Lead
	 	 	 
	 	BROWN BROTHERS HARRIMAN & CO., as
	 	a Lender
	 	 	 
	 	By:	/s/ John H. Wert, Jr.
	 	 	Name: John H. Wert, Jr.
	 	 	Title: Senior Vice President







 


Signature Page to Amended and Restated Credit
Agreement

Watts Water Technologies, Inc. et al